Between Raising Hell And Amazing Grace
by Sarahkw
Summary: Slight AU; Blair is the Queen. Chuck has landed on the Upper East Side fresh from spending his formative years in Australia. Nate is with Blair. Serena is MIA. From the outside, their lives are glamorous. But on the inside, not all glitters. Chuck/Blair
1. Chapter 1

**I was so overwhelmed with all the support my first foray into Gossip Girl fics got that I had to write another one. This is a tad AU and of course, it's Chuck and Blair centered. Chuck is the new kid on the block, arriving on the Upper East Side having spent his formative years in Australia. Blair is the Queen and Nate is her prince. Serena is M.I.A. This story is about how all that glitters isn't always as it seems. This is the set up, the prologue. Please let me know what you think! **

**Title inspired by the Big & Rich song by the same name. It was fitting for the direction this story will take.**

**THINGS I OWN: An obsession with DIY projects that never turn out like the picture says they should. THINGS I DON'T OWN: Gossip Girl.

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**

The air smelled new.

New uniforms, new bags, new shoes, new blood.

It was the scent of the new school year and the courtyard of Constance and St. Jude's was buzzing with noise over who had spent their summer where, what they had bought, who they had slept with and who they were planning to seduce before winter break. Freshman huddled together on the fringes, surveying their counterparts who were in turn, surveying them as they passed judgment and slapped them with the labels that would follow them around for the next four years.

A town car pulled up and almost simultaneously, every head in the courtyard turned. Blair Waldorf stepped out, every shiny strand of hair curled into place and held by a big red headband, her lips the perfect shade of ruby. Her uniform fit in a way that made the plaid skirt and blazer actually look sexy and her stockings, meant to be modest, alluded to an underlying sexiness instead. Simply put, she owned the school girl look with an essence that was purely Blair Waldorf. With her new Hermes bag on her shoulder, she stepped into her kingdom.

"Iz, Hazel, Penelope," Blair greeted as she joined their huddle near the gate of the school.

"Hi Blair!" they all chimed. It was clear that they were thrilled to just be breathing the same air as Blair.

"How was your summer?" Penelope asked eagerly.

"Oh you know, I spent half the summer in the Hamptons, the other half rendezvousing in Europe – Paris, Madrid, Rome, London... The usual," Blair said with an air of superiority and a well-placed flick of her hair. The girls around her practically fell to their knees in worship. Blair lapped up the attention.

"I spent some time in Barcelona," Iz piped up. "It was wonderful."

"Where else did you go?" Blair asked with a raised eyebrow. Iz suddenly looked uncomfortable.

"I was just there for a few weeks. I um, had business in the city," she answered. "But I would love to have stayed longer. Maybe we could go there for the winter holidays?"

"That's what they call summer school these days?" Hazel asked. "'Business in the city?'"

"I didn't..." Iz started.

"Iz, we all know your father struck a deal with the headmistress," Blair interrupted her. "A remodeled, state of the art science lab and summer school to re-take chemistry in exchange for keeping your triste with the professor under wraps." Iz looked rightfully ashamed.

"Did you read the Gossip Girl blast last night?" Penelope blurted out. She had clearly been dying to bring up this topic since the moment Blair showed up.

"Which one?" Blair inquired. "The one with a photo of Mary Cheshire practically raping Douglas Machen or the one about Bart Bass and his son – Chad was it – arriving on the Upper East Side fresh from the Outback?"

"Charles," Penelope corrected. She let the satisfaction that she knew something Blair didn't show on her face for only a moment before masking it. "Apparently his father's private jet landed at JFK from Australia on Saturday night and they took a helicopter to a landing pad near the Palace. A limo dropped them off there. They're staying there until they find a suitable residence in the city. Gossip Girl failed to get a photo of him, likely due to the late hour, but I've seen the Australian paparazzi shots. He's gorgeous!"

"Please, Penelope, fan yourself," Blair snapped. "This Charles you speak of will have to earn his place amongst us, regardless of how well-known he is Down Under or elsewhere. Being the son of Bart Bass guarantees him a certain degree of status, of course, but he is no Vanderbilt."

"Meaning Archibald," Hazel muttered under her breath.

"He's a playboy according to the Australian tabloids," Iz added to the conversation. "He's notorious for bedding a different woman every night. And he's a bit of a bad boy as well. His father has gotten him out of more than one scrape with the law, usually for underage drinking or drug possession though I hear he's gotten caught with a prostitute or two as well."

"A bad boy," Hazel repeated. "I like." Blair scoffed. As if she had time for some bad boy son of one of the world's most wealthy real estate developers. She preferred her men well bred from old money. Weekends in the Hamptons were more her taste than wild binges through the city that ended behind bars.

"Have some class, Hazel," she snapped. "Come on, let's claim our spot on the Met steps before the bell rings. Hazel, make sure you sit two stairs below me. Iz and Penelope, you can take the one below mine."

Blair started in the direction of the Metropolitan Museum of Art with her minions following her. Hazel looked as though she had been sentenced to a life without Jimmy Choo while Penelope and Iz appeared to have won a gold medal of some sort, simply because they got to sit one step closer to the Queen.

From her spot on the Met stairs, Blair observed the town car that dropped one Nathaniel Archibald off. She texted him quickly to tell him good morning. He turned towards the Met and waved in Blair's direction when he spotted her. She wallowed in satisfaction and grinned smugly as her the girls who made up her court squealed in delight.

Blair continued her observations of the courtyard as Dan Humphrey from Brooklyn walked into the school with a scrawny blond girl that looked like freshman meat. Nate kicked a soccer ball around with some of his buddies, a cover for making plans to meet up at lunch to smoke a joint. Blair disapproved of his lunch plans immensely, but she kept quiet, not wanting to be seen as a nagging girlfriend for her own selfish reasons. She moved to observing and labeling the freshman – as newly minted queen, it was her labels that actually mattered – but it was the arrival of a sleek black limo that stole her attention from dubbing a freckle-faced brunette with braces as 'doormat.'

Chuck Bass stepped out of his limo and stuffed his hands in his pockets, observing. He had established the day before that he was no longer in Australia. Everything from the weather to the accents were different. If he hadn't despised his father before, he did now. As if uprooting him from everything he knew just before junior year wasn't bad enough, Bart had enrolled him in what was clearly the most pretentious of schools, full of old money and holier than thou dispositions. He was more aware than ever of his new money status and he had taken pains to careful construct his guard before stepping out the limo. He was Chuck Bass and that wasn't going to change because his behavior was more frowned upon now than even the worst of it had been in Sydney.

"Hey," came a voice. Chuck turned his head with an air of boredom to find a tall, lanky blond with bangs and a matching uniform extending his hand. "I'm Nathaniel Archibald. But you can call me Nate. Everyone else does." Chuck studied this Nate guy's hand for a moment before deciding he could use the vanilla wafer at least for the day.

"Chuck Bass," he said, shaking Nate's hand. He took care to make sure his handshake was firm. He looked at it as practice for when he was out in the real world, playing ball with the people in his father's league. "Tell me, Nathaniel, are you on the St. Jude's welcoming committee?"

"No welcoming committee, just being friendly," Nate replied with a smile. "You're the new guy on campus. I figured I'd – extend a helping hand so to speak."

"Well then, how about you help me by pointing me in the direction of the main office? Apparently I'm supposed to go to class while here," Chuck drawled. A leggy red head walked by. He stared shamelessly, earning himself a grin and a wink. He would be seeing her later. He turned just in time to see the look of awe on Nate's face before he covered it up.

"Come on, I'll show you around," Nate said. Chuck fell into step beside him as they walked through the courtyard. He ignored the whispers and blatant stars. He did, however, notice the number of girls who said a flirtatious hello to Nate. It seemed he had found himself paired with St. Jude's most sought after upperclassmen. As vanilla as Archibald was, this could work to his advantage.

"So Nathaniel, give me the down low on the females to be had. Which ones do I avoid and which ones do I look to for an easy lay?" Nate chuckled.

"I wouldn't know," he said. "I've been dating the same girl since grade school." Chuck scoffed.

"Who does that?" he asked. "Both the dating part and the same girl part?"

"I'm going to guess all those tabloids weren't lying about your reputation," Nate said with a laugh.

"Oh, they were. What they printed isn't a portion of what I'm capable of." Nate studied this new – friend wasn't the word, really. He hadn't known him long enough to dub him a friend. Maybe acquaintance – of his. He had never met someone quite like Chuck Bass, so brash and forward. He was intrigued. And maybe even impressed. He didn't have the guts to be as bold as Chuck seemed to be.

"Come on, man, I'll give you the real tour of this place, not the standard 'here's the office, this is the library' business," Nate offered, changing his mind about just showing Chuck to the office.

"There's a 'real' tour?" Chuck asked in a mocking voice. Nate laughed in reply and made some sort of promise that there was more to St. Jude's than meets the eye. Chuck wasn't listening, however. His eye had been caught by a petite brunette with an obnoxious red headband.

"Who is that?" Chuck asked, nodding towards the girl. Nate followed his eyes.

"Oh her? That's Blair Waldorf," Nate answered. "She's my girlfriend."

Girlfriend. Well that certainly had never stopped Chuck Bass before. He watched as the siren strutted to them in her fall collection Manolos.

"Hi, Nate," she said with a sweet smile. She kissed him quickly.

"Hey, Blair," Nate replied automatically. Chuck could see right then that despite their years together, there were no sparks, no chemistry. Blair was on his radar and now that she was there, he had to have her. There was something alluring about her, an innocence that piqued his interest. "Blair, this is Chuck Bass," Nate introduced. "Chuck, this is Blair Waldorf."

"Nate's girlfriend," Blair added, shooting Nate a look that Chuck read as being almost hurt that he hadn't introduced her as such as she extended her hand to Chuck. Chuck took it and turned his charm up by kissing the back of Blair's hand in what he knew was the gentlemanly manner that girls like her ate up.

"Pleasure to meet you, Blair," he drawled.

"Archibald! A word!" All three turned to see St. Jude's lacrosse coach waving at Nate.

"Be right back," Nate said, jogging off. Chuck turned to smile at Blair. He decided to go ahead and start laying his foundation now. The sooner he had her under him, the better. Already, he viewed getting her in his bed as a game and he had spent less than five minutes with her.

"So, Waldorf? As in Waldorf Designs? Or the Waldorf-Astoria?" he asked.

"Waldorf Designs," Blair told him. "That's my mother. Though from what my genealogy tells me, we're somehow connected to the Waldorf-Astoria as well," Blair replied. "My aspirations, however, are more of the legal variety. Like my father."

"Or a housewife aspirations with Archibald as your last name," Chuck said, his intentions to draw a rise out of her. Blair glared at him.

"Are you implying something?" she asked.

"Is it implying if you're stating a fact?" Chuck countered. He smirked. Blair was a feisty one. He liked feisty.

"You don't know me, Chuck Bass, so I would advice you not to make such assumptions."

"I know what I saw," Chuck replied. "Nate is your 'prince charming' that will ensure your place in society and he's too naive to bother looking elsewhere." He watched as a flicker of something passed across Blair's face. It seemed he had struck a nerve of some sort but she was too well-bred to let any sort of weakness show.

"Nate and I are in love," Blair retorted. "Not that I need to defend my relationship to you. Something tells me you know little about relationships and love for that matter." Chuck snorted.

"Love is for the weak and the ignorant," he declared. "Something tells me you aren't ignorant, Waldorf, so does that make you weak?"

"You are an incorrigible ass, Chuck Bass," Blair shot at him.

"Now who's making assumptions?" Chuck countered.

"It's not an assumption if it's a fact," Blair retorted. She already despised Chuck Bass. He was too powerful in last name alone for her to take down, but she had enough power of her own to make sure his social life suffered.

"If we're stating facts then you are a snobbish elitist with a social climbing agenda. But that doesn't mean we can't rendezvous behind the bleachers in the gym."

"Go to hell," Blair spat. She spun on her expensive heel and walked away, head held high, curls bouncing.

"Only after I take you to heaven," Chuck called after her, his signature smirk on his face. He had a challenge on his hands, getting Blair Waldorf to surrender. He never said no to a challenge. It was the Bass in him.

Blair didn't turn to acknowledge him, but he saw her shoulders tense. He chuckled and looked around. The whispers and stares seemed to have grown after his confrontation with Blair Waldorf, but he scarcely cared. He planned to spend as little time as possible at this place, just as soon as he figured out who he needed to pay off to get himself out of trouble. With that in mind, he looked around for Nate, more certain than ever that the blond would be a means to an end.

The courtyard suddenly filled with the buzz of text messages arriving on nearly every phone within at least a hundred yard radius of the school. Chuck frowned. Who sent everyone a text at the same time? He reasoned it had to be some sort of school-wide text alert. Nate walked up to him, studying his phone.

"What's with the mass text message?" Chuck asked.

"Gossip Girl," Nate replied. "Sorry about that, by the way. I'm the captain of the lacrosse team and coach wanted to set up a practice schedule."

"Yeah, whatever. Gossip Girl? Who's she?" Chuck asked. This seemed to be something he needed to know to be a part of the Upper East Side he now called home. Nate's answer was to pass him his phone. Chuck read the text message.

**Morning Upper East Siders! What better way to ring in the school year than by welcoming the equivalent of Australian royalty, arriving at his new kingdom in a stretch limo? Seems like C has already gotten a foot in the social order door by befriending N and sparring with Queen B, all before home room. Speaking of B, rumor has it she was spotted leaving a certain center in a certain area of town this morning. Did mommy and daddy's divorce become too much to handle for the poor dear? And surely I'm not the only one who's noticed S has yet to return to the city. Wherever could she be? You'll find out when I do. XOXO, Gossip Girl. **

"Has she ever head of summarizing?" Chuck asked, handing Nate back his phone. "That was one of the longest text messages I have ever read."

"It's the first day of school. She's been quiet most of the summer except for a post here and there, but now that school is back in session, she'll be like a kid on crack, reporting everything from what we have for lunch to who screwed who in a drunken stupor come the weekend."

"Who is she?" Chuck continued with his questions as they started to walk again.

"No one knows," Nate said with a shrug. "She started up her blog a few years ago and keeps track of all of us on the Upper East Side. Just for the record, watch what you do. She somehow knows everything, whether she finds it out for herself or someone sends her a tip."

"Like some secret blogger is going to keep me from being Chuck Bass," Chuck scoffed.

"Whatever you say," Nate said with a shake of his head. They stepped inside St. Jude's and Chuck put his arm around Nate.

"How about you show me around Constance first?" Chuck asked. Nate grinned and nodded his head towards Constance.

"Right this way," he said.

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**Chuck is a smarmy little piece of work, isn't he? And Blair is in full power. *Sigh* I miss Season One. **


	2. Chapter 2

**One day very soon, I'm going to sit down and reply to all the reviews I haven't gotten to yet. One day as in one day this week as it's my last full week before my last semester of college starts. But for now, please accept my mass thank you to all of you who have reviewed thus far. You'll get a more personal reply soon. You all are wonderful! **

**I may have led a couple of you astray. Sadly, Chuck has no accent. I had already written it out, but seriously considered changing him to Australian after reading a few of your replies. Because I mean really, an Aussie Chuck Bass? Yes, please. I hope you still read despite the lack of accent. :) **

**THINGS I OWN: A countdown to how many days until it's Football Time In Tennessee. THINGS I DON'T OWN: Gossip Girl.

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Chuck sat by himself in the courtyard two days later, eating an apple and idly reading Gossip Girl on his phone. He had scoured the website since school let out the first day and from it, he had gathered a number of critical details to life on the Upper East Side.

Most importantly, he had gathered that Blair was the Queen of Constance. She was the meanest of the mean girls, a straight A student, chair of half the committees offered by Constance, spent her free time volunteering. She was, in Chuck's opinion, the very definition of an overachiever.

Nate really was as vanilla as he seemed. He played lacrosse and was a Vanderbilt. Other than the occasional joint, he had no known vices. Even his relationship with Blair Waldorf was boring though from reading the archives, Chuck was curious about them. They were too bland, too – comfortable, maybe. He knew nothing about being a boyfriend, but he was certain a good boyfriend would have been there for his girlfriend while her parents were divorcing. Instead, Nate had been off on some sailing expedition or away at lacrosse camp or something while his girlfriend's world had fallen apart around her.

He was trying to figure out who this 'S' person Gossip Girl kept mentioning was. All he knew was that they weren't in the city and were somehow connected to Blair. There was the mystery around why Blair kept being seen at some center that he had gathered was a mental health and drug rehab institution as well. He wished it didn't intrigue him as much as it did. He looked up from his phone just in time to see Blair strut by.

"No minions following you around today, Waldorf?" he called. She stopped and turned to face him.

"No Nate to make you feel less like an outsider?" she shot back.

"You know as well as I do that Nathaniel is at a lacrosse meeting. Seeing as you're missing your clones, maybe you could join me for lunch."

"Please," Blair scoffed. "Like I'm that desperate."

"Is it that the Queen won't be seen eating in the lowly courtyard with Chuck Bass or that she's attracted to Chuck Bass and would prefer to keep it her little secret?" Chuck asked. Blair's frown deepened.

"You are disgusting," she informed him.

"You say that now."

"Goodbye, Chuck," Blair said, turning to leave.

"Seriously, Blair. Eat lunch with me." Blair turned back to him against her better judgment. She found it hard to ignore Chuck, despite how much she wanted to.

"Why?"

"Because I know two people in this whole school – you and Nathaniel. Nate is unavailable right now so you're my last hope for human interaction on my lunch hour."

"Last hope, huh? That really makes sitting here with you while I eat my yogurt sound enticing."

"If that isn't enough to lure you in, the fact that I'm Chuck Bass should hook you." Blair rolled her eyes and walked away making Chuck's lips curl into his signature smirk. "Pleasure talking to you, Waldorf," he called after her. Blair's answer was to toss her hair over her shoulder without turning to face him. He chuckled to himself. She really was a hoity thing.

"Hi, Chuck," said a tall girl with long red hair as she walked past him. He took in her legs for days and surgically modified chest.

"Hello there," he replied, jumping off the picnic table. He put an arm around her when he caught up with her. "How about we take a walk?"

* * *

"Ashley Lauder? She has a reputation as the easiest lay in Constance," Nate told Chuck. They were lounging in the suite his father had booked for him at The Palace while he looked at real estate for a more permanent residence. Chuck wasn't holding his breath.

"I'd believe it. She wasn't exactly inexperienced if you know what I mean," Chuck replied. He passed the joint him and Nate were sharing to Nate and stretched his arms over his head. Nate just chuckled. Chuck glanced over at him and saw he looked uneasy. He raised an eyebrow. "You look uncomfortable, Archibald."

"What? No. It's just the joint..."

"Waldorf not letting you between her legs?" Chuck pressed with a smirk. He knew Blair was a good girl, at least in appearance, but in his experience, those were usually the ones who were the kinkiest in bed. And with a body as hot as hers, surely Nate was sliding into home on a regular bases.

"Blair... She wants her first time to be special." Chuck choked on his drink.

"Her first time? Waldorf is a virgin?" Even he could hear the disbelief in his voice.

"It's not a big deal," Nate said so quickly that Chuck knew it was, in fact, a big deal. "The thing about Blair is she lives in her own movie that plays out in her head. She has a scrapbook about how she wants her life to go – prom, wedding, kids, all of it. She has this romantic image in her head of her firs time that involves candlelight and roses and being so in love she can't see straight."

"So light some candles, buy some roses, stick some condoms in the nightstand and seduce her," Chuck told him. "You've been dating this chick since grade school, right? So that means you're a virgin by proxy. Unless you got busy before you hit puberty which wouldn't count in my opinion. Don't let her need to keep the chastity belt on ruin your good time. Get her drunk if you have to."

"Who says I'm a virgin?" Nate said defensively. He immediately looked like he regretted what he said. Chuck raised an eyebrow.

"Nathaniel Archibald isn't the faithful boyfriend everyone things he is," Chuck realized. "Do tell."

"It was nothing," Nate said with a shake of his head. "It was one time and that was it. Blair doesn't have any idea so don't tell her."

"Like I'm going to taint your one time," Chuck replied, reaching for the joint. "Fill me in on something else though – who is this 'S' person Gossip Girl keeps talking about? I've figured out most everyone else except for S and Lonely Boy."

"Lonely Boy is Dan Humphrey," Nate explained. "He's from Brooklyn, goes to St. Jude's on scholarship. He's a writer or a photographer or something. He doesn't exactly rotate in the same social circle as us. And S... Well, she's Serena van der Woodsen. She's a lot of things, but former best friend of Blair Waldorf is at the top of them."

"Former?" Chuck pressed. He couldn't pinpoint why he was so intrigued by Blair, but he found himself wanting to know more about her.

"Blair holds grudges better than anyone I've ever met. Serena has been her best friend since they were in preschool. One night, Serena was at Blair's, watching one of those ridiculous Audrey Hepburn movies Blair loves and the next morning, she was gone. No one has heard from her and her mother refuses to tell where she is. Blair really needed her this summer, but Serena didn't so much as call her. If Serena comes back, she better avoid Blair at all costs."

"Sounds like this Serena creature got a better offer elsewhere," Chuck drawled, opting not to point out Blair had needed her boyfriend as well.

"It doesn't make sense. Serena is a bit of a party girl, to be sure, but Blair and her were inseparable. They were each other's crutch. Serena was there for Blair whenever she had one of her dramatic breakdowns and Blair was always cleaning up after Serena. For Serena to just up and leave us like she did... It doesn't make any sense."

Chuck studied Nate. He had always had a knack for reading people and it seemed Nate Archibald was no exception to the rule.

"Serena was your one night only special," he stated. Nate looked like a deer in the headlights.

"What? No, of course not. I wouldn't do that to Blair..."

"You're busted, Archibald. Don't try to deny it."

"It was one time," Nate said defensively. "We were at a wedding and we were both a little drunk. It just happened. Neither of us ever want Blair to find out. It would devastate her."

"Your secret is safe with me," Chuck said, meaning it. At least for the moment. He had grown rather fond of Nate over the couple of days he had known him. He would use the information if necessary however. He had long ago along learned that allegiances were meant to be broken.

"I'm holding it to you, Bass."

"You have my word, Nathaniel," Chuck promised.

"So hey, I've been meaning to ask you, why don't you have an accent? You lived in Australia basically your whole life, right?" Nate asked, pointedly changing the subject.

"The last ten years," Chuck corrected. "I was born here, but my father took off to Los Angeles before I was a year old, felt the Bass Industries offices in Hollywood needed a more hands on approach. Then he went international and Australia was the first stop. He moved us there just before I turned six."

"Still, no Aussie accent? The ladies would eat that up here, man."

"It was the American accent that drove them crazy in Sydney," Chuck told him. "I learned that at an early age when my au pair swooned over my 'adorable' little accent and flirted heavily with my father. I suspect she got further than flirting however. She didn't last too long as my au pair. I tried to develop an Aussie accent in the seventh grade. Needless to say, it wasn't my finest hour. Besides, I liked the unique quality my accent gave me."

"What brought your dad back to New York, then?" Nate continued. Chuck humored him.

"World headquarters are here and Bart Bass likes to be hands on. He spent a lot of time here on business trips and he's always had a bit of a soft spot for the city. He grew up here and has been wanting to get back for a while. He trained his brother to take over the Australia headquarters and here we are." Chuck spread his hands to indicate the city.

"Must be pretty different," Nate mused. "Sydney compared to New York." Chuck shrugged.

"It is what it is," he said. "May as well make the best of it. The scenery thus far has been – pleasant." His phone rang then. He answered it without looking at the ID. "Hello?"

"Charles, you were supposed to meet me in the lobby fifteen minutes ago," came his father's voice. Chuck grimaced.

"Sorry, I forgot. I'll be down in a minute."

"Not in a minute, now. These are very important clients, Charles. I cannot afford to lose out on this deal because my son is too busy attending to his own agenda." Bart hung up, leaving Chuck feeling slightly deflated.

"Sorry, Nathaniel, but we'll have to cut our high short. My father is dragging me to a business meeting with him and I was supposed to meet him fifteen minutes ago," Chuck said as he stood and started towards his closet. He would have to change clothes to mask the marijuana smell, dose his eyes with drops to clear them up as best he could.

"No problem. I'll see you at school tomorrow," Nate said, standing. "It's got to be pretty cool, having dinner with you dad who just happens to be Bart Bass. That man is a legend in the business world. My dad is dying to network with him."

"Yeah, being Bart Bass' son is a real riot," Chuck said, his voice laced with bitterness. Nate let himself out of the suite while Chuck changed, his sex escapades from the afternoon now a distant memory and his high wearing off far faster than it had come on as he dressed for dinner.

He was starving. The munchies had set in long ago, but he had refrained as best he could from eating everything on the table to keep up appearances. Riding back to The Palace in the limo with his father, all he could think about was getting a couple of greasy burgers and a batch of fries as soon as possible.

"Charles, if you're serious about learning the ropes of my company, I expect you to show some responsibility." Chuck sighed. This was the lecture he had been waiting for ever since he received the phone call that he was late.

"I apologized to your clients for our being late," he said. "I took _responsibility_ for my actions."

"Don't be smart with me, Charles. You know full well what I'm talking about."

"We could have quite a conversation about responsibilities if this is the route you want to take," Chuck muttered.

"I heard you."

"Meant for you to."

"Charles, enough," Bart snapped in a dangerous voice. "I'm a single parent and CEO of one of the biggest real estate development companies in the world. You know I can't be at every school play and Little League game."

"Which would explain why I've never been in a school play or played Little League."

"Do you want to play Little League, Charles?" Bart asked, his patience wearing thin. "Do you want me to buy your way onto a team of twelve year olds?"

"It's a metaphor," Chuck replied.

"I'm surprised you know anything about those, given your poor performance in school. Do you know how many strings I had to pull to get you accepted to St. Jude's?"

"Don't go thinking you did me any favors," Chuck replied. "I don't fit in there."

"You don't fit in anywhere, Charles. You're a Bass. Bass men aren't meant to fit in."

Chuck didn't bother forming a reply. He had a similar argument with his father at least once a week to no avail. He was used to being a disappointment and to being disappointed. He was used to having his faults tossed around before him. That didn't mean it bothered him any less.

The thing was, he was truly interested in his father's business. He liked it. He liked the bargaining and dealing that took place when buying a property. He liked the seeking out of sites and constructing a brand new hotel or high rise, then making it into a success. He liked the power, the swagger, that came with being a high profile businessman. His father, however, didn't seem to realize that.

He had thought – maybe hoped – that his father would change when they made New York their new permanent residence. He should have known better. Maybe if they had chosen another city, Chicago or even LA again, things would have been different, even if slightly. But not in New York. New York was practically a living scrapbook of Bart Bass's life, both the pleasant and unpleasant parts. Chuck had been foolish to even consider the possibility that Bart would take him under his wing, treat him as an equal, as a proper heir to the Bass throne.

The limo rolled to a stop in front of The Palace. Bart exited the limo quickly, but stopped on the sidewalk. Chuck followed more slowly.

"Friday night, Eleanor Waldorf is hosting a gathering in my honor at her penthouse, a meet and greet of sorts. It starts promptly at seven. We will leave here twenty minutes before. You will not be a moment late. Do you understand?" Bart asked him.

"Yes, sir," Chuck answered.

"Don't disappoint me," Bart warned before heading inside.

"Too late," Chuck muttered under his breath. He turned back to the limo driver who awaiting further instructions and clearly hoping his day was done. "Arthur, take me to the nearest burger joint," he ordered, sliding back inside. He rested his head on the seat and returned to imagining the basket of food he would consume as Arthur navigated the streets of New York.

**Spotted: Papa Bass giving Baby Bass a stern talking to outside The Palace. Wonder what C did this time? Rumor has it, the loosest red head in the junior class. Better head to the clinic and get yourself checked, C. You know you love me, XOXO – Gossip Girl.

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**I've already got the next couple of updates ready to go. I really like the next one. These first three updates are getting the backstory in place. This one was letting you into Chuck's world. The next one will let you know a little about Blair – and some more about Chuck too. :)  
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	3. Chapter 3

**I'm so surprised at the reaction to this story. I know I'm always saying how appreciative I am and such, but I really am. I hope all of you who read this story know that! As someone who loves to write, your feedback is like chocolate or Sour Patch Kids or... Well, you get it! **

**Confession: Chuck Bass fascinates me. All the characters are complex in their own ways, some more than others, but Chuck has so many layers, so many nooks and crannies... He is hands down my favorite character to write, Blair coming in second. This story will explore some of those layers for both of them while still keeping them as 'Chair.' **

**THINGS I OWN: A newfound obsession with antiques that is driving my parents crazy. THINGS I DON'T OWN: Gossip Girl.

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"I still don't understand why you're throwing a party for a man you don't know," Blair stated, sitting idly by while her mother directed the hired help about. "And I really don't understand why I have to be there."

"Everyone knows Bart Bass, dear, just not personally. And you have to be there because you are my daughter and I said so," Eleanor replied. "No! Not there! Over by the doorway!" A decorator carrying a very large flower arrangement swayed as he turned and obeyed the directions Eleanor had barked at him. "Go upstairs and start dressing. It'll take you a while to hide those bags under your eyes," she said, turning back to her daughter.

Blair didn't reply. She showed no emotion at all, in fact. She stood obediently and took the stairs to her room. She closed the door behind her and latched it, feeling the safety her room granted her envelope her. With a deep, cleansing breath, she sat in front of her vanity mirror to study herself.

People told her she was beautiful all the time. They complemented her shiny hair, her ruby lips, her flawless porcelain skin and expressive eyes. She was quite often told she resembled a porcelain doll. She took great care of her figure – far more care than anyone would ever know – and decorated it with only the most stylish and expensive labels. Hearing she was beautiful was not uncommon. Believing it, however, was impossible.

When she looked in the mirror, she didn't see the glossy hair or pouty lips. She saw a mousy head of brown hair and lips that could never be full enough, despite the products she applied. She saw skin full of pores and eyes that were more doe-like than alluring. She didn't like her nose and her breasts weren't big enough. Her legs were stick-like and her knees were knobbly. There was a running list of things she found wrong with her appearance that grew from week to week. Today, she had to add the dark circles beneath her eyes as pointed out by her mother.

Only she knew why she was so sleep deprived. She was the only one who truly knew why she awoke so early and returned home so late. Dorota had suspicions, she suspected, but her loyal Polish maid would never broach the subject. Blair reasoned Dorota had plenty of other suspicions as well that she kept to herself. That was partly why Blair adored Dorota so much. Not only had the woman been more like a mother than her own mother, she also knew when to shut up.

With a glance at the clock, Blair stood and went to her closet to select her outfit. She opened the door to reveal a wardrobe bag carefully draped over the chair within the walk-in space. She sighed as she unzipped it. It was, of course, a Waldorf original, meant for her to wear to this soirée. It was beautiful, as were all of her mother's designs. It was the pressure that came with it that she despised.

She laid the dress on her bed and selected the shoes and accessories she would wear before stepping into the bathroom. It was then that the toilet caught her eye.

It had been the furthest thing from her mind when she walked into her room. Her intentions as the door had shut behind her had been to see just how bad the bags under her eyes were and devise a plan to hide them before stepping into the shower. But the porcelain fixture called to her, beckoned her forward. Blair tried to fight the urge, but images of the warm croissant smeared with butter she had had for breakfast and the grilled salmon she had devoured for lunch swam in her vision.

With an expertise of someone who had been doing this for quite some time, she turned on the shower and, to be safe, the sink as well. She took a hair band from a cannister on her sink and tied her hair back before kneeling before the toilet. With a careful placement of her finger, the deed was done.

Gracefully, she rose to her feet and flushed the toilet. She brushed her teeth before turning off the sink and undressing. She pulled her hair band out and let her hair tumble around her shoulders, then stepped under the spray of hot water. It was so routine, so robotic, that Blair barely comprehended what she was doing any more.

She wanted desperately to cry. Her breeding made her suppress it, but she was terrified that one day, all the times she had pushed back the tears would catch up with her and she would cry uncontrollably. Her mascara would run and her eyes would swell and there would be nothing she could do to prevent it. She held too much in too often for her not to one day break down completely.

From the outside, she had it all. She was the Queen, the girl every other girl at Constance wanted to be or to at least be on the good side of. She was at the top of her class and her resume was so impressive she was certain every Ivy would be knocking on her door, not that it mattered as she was headed to Yale. She was the girlfriend of one of the most popular guys on the Upper East Side and mutterings that the Vanderbilt ring would be hers soon enough were heard from time to time. Being the daughter of a world-famous fashion designer and a highly sought-after lawyer certainly had it's perks as well, despite the nasty divorce and the fact that her father now had a boyfriend in France.

And yet, Blair felt completely alone. Her best friend, the one person she had always been able to count on, had disappeared without a trace. Or nearly without a trace as Serena's mother knew where she was and refused to breathe a word. She had needed her best friend more than ever in the last few months and Serena hadn't been there for her. Blair had been left to fend for herself as her world exploded around her all the while trying to keep the pieces together for others.

Her boyfriend didn't love her and she had doubts that she loved him. They cared for one another, even greatly cared, but whether they were truly in love, she doubted. There were no sparks, no passion. It was a relationship of convenience. Nate couldn't even be bothered to be supportive while she was a mess over her parents' divorce. He had spared the time to send her a bouquet of roses, what he believed to be her favorite flower, before taking off to spend the summer sailing or something of the sort. Both of them deserved better and yet neither of them were brave enough to admit it.

Her parents were too busy with their own lives to be concerned with hers. First, they had tossed the divorce on her. Then they had revealed the reason behind it – that her father had a secret boyfriend and they were tired of hiding it. As if that hadn't been bad enough, Eleanor had thrown herself headfirst into making sure her clothing line continued to thrive and all the friends she got to keep in the divorce saw her as happy and thriving, even if she had to take a handful of pills every morning to get there. And because the hits had kept coming, her father had moved to France with his boyfriend and left her to contend with her judgmental mother. It would be a lie to say she didn't resent him for it.

She continued through the motions of showering and drying off. She sat down at her vanity with a robe wrapped around her and went through her beauty routine, something she could have done in her sleep. She dried her hair and set to curling it, still on auto pilot. There was a knock on her door.

"Miss Blair? Miss Eleanor say be downstairs in twenty minutes," Dorota called through the door.

"Thank you, Dorota," Blair called back as she let a curl fall from the iron's barrel. Once she was done, she stood and stepped into her dress, calling for Dorota to come zip it. She ignored the maid's proclamations about how beautiful she looked. Dorota had to say that. She was paid to. She dismissed the maid and finished off her ensemble with accessories and shoes. The last touch was a headband with a large diamond brooch on one side. She checked once more to make sure the dark circles were well-hidden. They were.

"You're nearly late," her mother hissed as Blair glided down the stairs. "But this piece does look striking on your body. Be sure to casually drop it into conversation with Mr. Bass this evening that I designed it – gracefully of course, we don't want to appear as though we lack tact." Blair looked at her mom.

"Bart Bass is in real estate. The last time I checked, he bought buildings, not fashion lines," she reminded her.

"Watch your tongue, darling," Eleanor chided, taking her daughter's arm. She squeezed it tighter than necessary for a moment before leading Blair into the living room where a few guests had already gathered. "Now, mingle."

Blair put on her best mask and waltzed up to the closest guest, who just so happened to be the chair of this year's cotillion at which she would be making her debut. She was chatting animately with her when her mother called her once more. Blair glanced in her direction. Bart Bass had arrived and with him was his son. She hid her grimace well. She had managed to only speak with Chuck the one time, but that was enough for her. His behavior then and what she had read about since on Gossip Girl and heard second hand from Nate and her minions was simply vile.

"Excuse me," she said, politely dismissing herself. "Mother," she greeted she reached Eleanor's side. Eleanor, wearing her best mother costume, took Blair's arm once more.

"Bart, this is my daughter, Blair. Blair, I'd like you to meet Mr. Bart Bass," she introduced.

"Hello, Mr. Bass, it's wonderful to meet you," Blair said extending her hand. "New York has been abuzz with talk about how the great Bart Bass is returning to run Bass Industries' international headquarters."

"It's a pleasure to meet you as well, Miss Waldorf," Bart replied, taking Blair's hand with all the manners in the world. He dropped her hand and smiled at her as he put a hand on Chuck's shoulder. Blair noticed how icy blue his eyes were. "I believe you know my son, Charles?"

"We've met," Blair said evenly, nodding her head at Chuck.

"Nathaniel Archibald is Blair's boyfriend," Chuck explained to his father. "He's been kind enough to show me around St. Jude's this week. And by the way, Blair, you look stunning tonight." Blair forced herself to utter a polite thank you to Chuck. He winked at her covertly. She scoffed internally.

"Ah yes, the young man I met while I was waiting for you to dress for our dinner night before last," Bart nodded. "Will the Archibalds be joining us, Eleanor? I would like to meet Captain Archibald. I'm in need of a new accountant and I hear he is one of the best in New York." Blair squirmed. She had suspicions about the Captain's business practices she had pieced together by overheard snippets of conversations and accidental peeks at papers that happened to be lying around the Archibald living room.

"I'm afraid the Captain and Anne have made one last trip to Nantucket before the weather turns. Nathaniel is an avid sailer and went with them. You can't blame them for wanting to get one last weekend in before fall's chill sets in."

"Hardly," Bart agreed. Blair saw Chuck fighting to roll his eyes. She bit the inside of her cheek to keep herself from smirking.

"Blair, dear, why don't you show Charles around, introduce him to some of our guests? It must be quite an adjustment, coming all the way from Australia and starting a new school, all while trying to get settled in a new place," Eleanor said, giving Blair a look that told her not to disagree.

"It has been an adjustment," Chuck agreed, pouring on the charm. "Though this elegant affair you have put together in my father's honor will certainly help make the transition smoother." It was Blair's turn to fight against the urge to roll her eyes. Chuck was laying it on thick and her mother was too dense to see it.

"Oh, it's my pleasure, Charles," Eleanor said, falling into his trap. Bart gave Chuck a small nod of approval. "Do be sure to try the quiche. It is absolutely splendid."

"I will," Chuck agreed. "Perhaps Blair will show me the way?" He looked at her expectantly.

"Right this way," Blair said with her fake smile, turning towards the nearest member of the wait staff. Chuck fell into step beside her, smiling and sparing a polite nod at a middle-aged woman."Desperate for daddy's approval, much?" she muttered as they both took champagne flutes from a passing waiter.

"Isn't that the pot calling the kettle black?" Chuck retorted with a raised eyebrow.

"Just so you know, the charming young man act doesn't work for you. You're too far ingrained in your sleazy ways for anyone under the age of thirty to buy it," Blair shot back.

Chuck tossed back the champagne in his flute in one swift motion.

"Got anything stronger, Waldorf?" he asked, ignoring her insult. "I'm going to need it if I'm going to be subjected to a room full of people suppressing their marital issues and prescription pill dependencies for the next three hours."

"No, we don't," Blair informed him. "This is an elegant affair, remember? Champagne and dessert wines are your only options this evening. Sorry."

"I'm Chuck Bass. Think again." Chuck reached into the inside pocket of his jacket and took out a monogrammed flask. He took a swig of it, then offered it to Blair.

"Disgusting," she said, turning her nose up at it.

"What? Queen Waldorf doesn't drink hard liquor?" Chuck taunted. He took another swing.

"I have class," Blair stated. "I don't drink from metal containers kept in pockets of jackets that have seen the inside of more hostiles than the women who work them."

"Look around, Waldorf," Chuck said, waving his hand at the room. "Everyone in this room – except you, of course – thinks I have class. Sipping from a hip flask won't change that."

"Contrary to what you may believe, Bass, everyone in this room thinks – or rather, knows – you are new money. They are placing their bets now on whether or not Bart Bass will squander his newfound wealth away." A dark look passed across Chuck's eyes. It seemed Blair had hit a nerve.

"My father has me to carry on the Bass legacy," he told her. "You, on the other hand, are relying on a marriage to a boy-not-yet-a-man you don't love to ensure the status of your future at the ripe old age of sixteen. A boy who, perhaps more importantly, doesn't love you." With that, Chuck pivoted on his Italian loafers and went to work the crowd without the help of Blair Waldorf.

* * *

Two hours later, Blair was at her wits end. Lily van der Woodsen had shown up and deflected Blair's usual battery of questions with a well-placed 'lovely to see you again, dear,' before excusing herself to speak with the same cotillion chair Blair had been chatting with earlier. She had kept her eye on Lily all evening, waiting for her chance. But it seemed Bart Bass was rather taken with the serial monogamist as he had barely left her side for more than a few minutes since their introduction.

Blair popped a piece of sushi into her mouth and chewed, her eyes trained on Lily and Bart as Lily threw her head back in laughter at something he had just said.

"Watch the sushi, dear. Just a couple extra pounds will make that dress look ghastly on your figure," Eleanor whispered as she sidled up next to Blair.

"I've only had a couple of pieces," Blair replied defensively

"On top of the quiche you were nibbling on earlier as well as the petits fours," Eleanor countered. "Not to mention the champagne. Blair, you know alcohol causes bloating."

"Of course," Blair replied with a tight smile, sitting her plate of sushi aside. She was starving, having purged everything she had eaten earlier, but her mother's words stung. "If you'll excuse me, mother, I'm going to freshen up a bit."

"You do that," Eleanor agreed.

Blair hurried out of the room and up the stairs. Once again, she locked herself in her bathroom, thinking briefly of how little it took to set her running to the bathroom these days. She skipped the ritual of turning on the shower since everyone was downstairs. Stopping just long enough to tie her hair back loosely, she stuck her finger down her throat for the second time that day. The contents of her stomach emptied, she rocked back on her heels and took a shaky deep breath.

It was times like this when she really wanted to talk to Serena. She thought Serena knew she often made herself sick, but had never said anything. More often than Serena would ever know, Blair had called her up and vented to her to prevent herself from assuming the position she was currently in. But Serena was gone, just like her father, and she was truly alone with no one to talk to about her insecurities or desires, her toilet her only friend.

The bathroom was suddenly suffocating. She stood and quickly brushed her teeth and reapplied her lipstick as she let her hair back down and readjusted a few stray pieces. In need of air, she hurried out to the balcony that jutted off of her room. She sucked in the New York air greedily, feeling comforted by the sounds of the city wafting up from below her. She held onto the banister for support as she breathed in deep, the polluted air refreshing as it entered her lungs.

"You okay, Waldorf?" Blair jumped and spun around to see Chuck Bass sitting on a lounge chair in the shadows.

"What are you doing out here?" she demanded. "Why were you in my room?"

"Relax," Chuck said, sitting forward so the dim light from inside fell across his face. He looked – weary. "You aren't the only one who needed some air. I figured this place had a balcony or a terrace somewhere. It just so happened the first one I found was through your room." Blair sighed and sat down on the other lounge.

"I'm fine," she told him.

"Fine doesn't equate with puking one's guts out," Chuck replied.

"It was probably the sushi," Blair lied. Something about the way Chuck was looking at her, as though he could see through her facade, made her uncomfortable.

"I had the sushi and I feel fine," Chuck countered. "As a matter of fact, plenty of people had the sushi and no one else has sprinted to the nearest bathroom."

"I'm fine," Blair said again, this time with more force.

"Whatever you say," Chuck replied, leaning back on the chair again. He took out a cigarette and a lighter and lit it. Blair wrinkled her nose, but didn't say anything.

"Why are you up here?" Blair asked. "People don't wander away from a party all by themselves without a good reason. Especially when the party is in their father's honor."

"Like I said, I needed some air."

"Chuck," Blair said again. Chuck sighed.

"Being the heir to the Bass empire is no easy task," he confessed.

"Your dad seems like a decent guy," Blair mentioned, casually digging for more out of him. Chuck snorted.

"He knows how to behave amongst those of his same social class, if that's what you mean." He looked at Blair. "Who is that blond lady he's been talking to all evening? I'm not sure I've been introduced to her. If I have, I don't remember."

"That's Lily van der Woodsen," Blair told him. "She's not my favorite person on the Upper East Side right now."

"van der Woodsen," Chuck repeated. "Any relation to Serena van der Woodsen?" Blair's head shot up.

"Do you know Serena?" she asked. Chuck shook his head.

"No, just what I read on Gossip Girl. I had to ask Nate who 'S' was that she kept referring to. He filled me in." He watched as a wave of sadness washed over Blair. He found himself feeling bad for her, a very un-Chuck reaction.

"Lily is Serena's mother," Blair confirmed. "She's also the keeper of many secrets on the Upper East Side."

"Such as?" Chuck pressed.

"Such as where here daughter is. Among other things."

"What's she like?" Chuck continued. She was too interested in his father for him not to be curious about the woman.

"As far as parents go around here, she's one of the better ones. Until recently anyway. She's on more committees than I can keep track of and she's been married four, five times. I've lost count."

"Does she just have Serena?"

"She has a son, too, Eric. He's a couple years younger than us. He's in Florida, visiting relatives or something." Chuck frowned.

"During the school year?" he asked. Blair shrugged. He decided to drop the Lily topic. For now.

"So you and Archibald, huh? You realize there aren't many young men on the Upper East Side – or anywhere else – who would be happy to bone the same girl for the last however many year." As he had suspected she would, Blair squirmed uncomfortably.

"Must you turn every conversation to sex?" she asked.

"It's a gift," Chuck said with a smirk. He took another drag from his cigarette then dropped it to the ground and snuffed it out with his shoe. Blair raised an eyebrow. Chuck rolled his eyes and picked up the stub. He tossed it over the railing which made Blair scoff.

"You have no manners, Bass."

"You certainly seem to have enough for the both of us," Chuck retorted.

"You're an ass."

"I'm Chuck Bass," Chuck shot back.

"And is that supposed to mean something to me?"

"It will." Blair rolled her eyes.

"Since you seem to know so much about me, how about you tell me something about you?" she challenged.

"Like I said, I'm Chuck Bass. And that's all you need to know."

"Seriously, Bass. Tell me something about yourself."

"I like expensive whiskey and cheap women."

"You're disgusting," Blair stated. Chuck shrugged. Blair thought for a moment.

"I know. Tell me about your mother. I haven't met her yet. In fact, I haven't heard any mention of her. Did she stay in Australia?" It was Chuck's turn to look uncomfortable. "Chuck?" she pressed.

"My mother is dead," Chuck said in a monotone. Blair's eyes widened.

"Oh. Chuck. I'm..."

"Sorry?" Chuck interrupted. "Don't be." He stood. "I'm going back to the party. You stay out here and pretend it was the sushi that made you sick." And again, Chuck left Blair by herself, feeling as though she had said too much about something she knew nothing about.

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**I was thinking of starting a Twitter and/or blog to sort of keep up with my stories/talk about Gossip Girl. I'd love y'all's feedback on that either in reviews or PMs if you'd like to give it! **


	4. Chapter 4

**I'm all moved in to my apartment for my last semester of college (AKA – my last football season with student section seating – sad day) and I wanted to get an update out before my internship/classes start on Wednesday. I'm aiming to get an update out at least once a week. If I don't, blame my history teacher who apparently has no social life and is therefore sucking socializing out of his students' life as restitution. At least that's the way it looks from everything he put online for us already. **

**I've replied to all of your reviews I do believe. Please keep them coming – I love reading all of them and I truly do appreciate them. I'm also glad you all are enjoying the banter. At least in my story, Chuck's side of the banter has an ulterior motive... :) **

**THINGS I OWN: An epic love for the Tennessee Vols and all that that implies. THINGS I DON'T OWN: Gossip Girl.

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On Monday, Blair sat perched on one of the courtyard tables, stealing kisses from Nate as they shared tales from their weekend. After the party Friday night – which Blair told Nate was a smashing success, neglecting to mention any of her conversations with Chuck – Blair had spent her Saturday sleeping late and shopping and her Sunday doing a lot of nothing while Nate bored her with sailing story after sailing story. Neither of them saw Chuck approach.

"Morning, lovers," he greeted. He sat himself down on one of the soapstone benches at their table.

"Hey, Chuck," Nate greeted. They bumped fists and Blair rolled her eyes at the testosterone behind the action. She didn't understand Nate's fast friendship with Chuck when he had other friends who were much more – upstanding – than Chuck Bass.

"Chuck," she greeted evenly. "I see you've emerged from your dungeon to torment the masses this morning." He quirked an eyebrow at her.

"Now how did you know there were chains in my bedroom?" he asked, his voice full of innuendo.

"There must be. How else would you get a girl to stick around?" Blair retorted, his dirty-tinged talk not phasing her.

"I see you're as full of sunshine as ever," Chuck commented. "Aunt Flo in town?" Nate hid his grin from Blair's wrath, amused at how easily Chuck fired back at his too wound girlfriend without any regards to her standing as Queen. But she was quick to fire her own round.

"I was quite sunny until you came along to rain on my parade," she informed him.

"You know, you don't get nearly enough credit for your wit," Chuck told her with an amused smirk. He had come to enjoy bantering with Blair. He didn't know her well, but she was more – something he hadn't put his finger on yet or else bothered to identify – than any other girl he had met. He tried not to think about it too much.

"And you give yourself entirely too much credit for being Chuck Bass," she shot back. Nate decided it was time to intervene.

"Hey Chuck, we still on for tonight?" he asked.

"My suite, be there or be," Chuck glanced at Blair, "square." Blair was too busy scanning the crowd of identically clad students in the courtyard to pay him any mind.

"Jenny Humphrey!" she called. Nate and Chuck watched as an eager looking blond with 'freshman' written all over her turned at the sound of her name being called. Blair motioned her over and waited, back straight, nose tipped slightly upward, for the girl to approach her.

"Hi?" the girl called Jenny nervously said, her greeting sounding more like a question.

"Hi, Jenny," Blair said sweetly. She extended her hand. "I'm Blair Waldorf." Even Chuck, who had only known Blair for a week, knew she was up to something.

"I know," Jenny stuttered, reaching to shake Blair's hand. "Or I mean, I'm Jenny Humphrey."

"I know," Blair replied in a manner that could almost be called condescending. "I'm sure you've heard the Kiss On The Lips party is coming up Friday night."

"Oh, um, yeah, I heard something about that," the girl replied. She shifted uncomfortably.

"Are you going?" Blair continued, her tone back to being sugar-coated.

"Well, no, I don't think so. Freshman aren't usually invited to that sort of thing." Jenny looked visibly disappointed.

"I was invited as a freshman," Blair pointed out.

"But you're Blair Waldorf," Jenny replied. There was an undertone of amazement in her voice. "Of course you were invited as a freshman."

"And now I'm, for all intense purposes, the host," Blair told her. "The invitations were delivered to my penthouse yesterday. You should see them, Jenny. They're gorgeous."

"I'm sure they are. You have such a great eye for that sort of thing." Chuck rolled his eyes at the Jenny girl's eagerness and debated whether he had enough time to smoke the joint hidden in his school bag before the bell rang. Nate stood obediently by Blair's side, his eyes glazed over.

"I do," Blair agreed. "However, my calligraphy, while decent, isn't up to the same standards as my eye for invitation design. I heard it through the grapevine, however, that you are rather good with an ink well." Jenny's cheeks flushed at the roundabout compliment.

"I'm not bad," she said modestly. Blair reached into her bag and produced a piece of paper Jenny recognized as a sample of her work she had done in her art class on the first day of school. It was a short quote, done simply for her teacher to gage her ability. She had no idea how Blair had acquired it.

"This is your work?" she asked. Jenny nodded to the affirmative. Blair smiled at the girl. "Jenny Humphrey, how would you like to be invited to the Kiss On The Lips party?" She watched as the girl's eyes grew to the size of quarters.

"Really?" she asked in a higher octave than normal.

"Really," Blair confirmed. "In exchange for your calligraphy skills."

"You want me to address the invites?" Jenny asked, catching on.

"You're a fast learner, Little J," Blair replied. She reached in her bag and pulled out a folder. "Here is the guest list. Today is Monday. I need them by this time tomorrow so there will be time to have them delivered. I'll have someone drop them by your – home – this evening."

"Tomorrow, got it," Jenny said, taking the guest list with a smile and not realizing Blair had slipped in an insult about her humble Brooklyn upbringing.

"Address one of the extras to yourself," Blair told her. "You can find me on the Met steps tomorrow morning." Jenny nodded and left, her head held higher in light of her new mission, directly from the Queen herself.

"Blair, there are like, 200 invites," Nate said.

"And?" Blair asked, turning to Nate.

"You gave her an evening to do them all. She'll be up all night."

"It's all about time management," Blair said with a shrug. "If she wants to go to the party, she'll get them done. If she doesn't, I'll find someone else." Nate shook his head. He knew he was fighting a losing battle.

"Personally, I'm impressed with your bargaining skills," Chuck said. "Coming from the son of Bart Bass, you should consider that a compliment." Blair studied Chuck for a moment. She could read people. It was one of her greatest gifts, according to Dorota and it had served her well in the past. But there was something about Chuck that she couldn't identify. Something haunted him, compelled him to act the way he did. She was more intrigued by him than she cared to admit.

"Oddly, I do," she told him. She gathered her things and hopped off the table. "Nate, walk me to class?" she asked. Nate looked uncomfortable.

"Um, I actually need to get going myself," he confessed. "I have to pick up this week's practice schedule from coach before home room." Blair frowned.

"Okay," she said. "Meet me for lunch?"

"I've got to watch films during lunch, remember?" Nate asked. While he physically maintained his relaxed position, in his mind he was holding up an arm to protect himself from Blair's impending blow.

"And you've got practice after school followed by whatever thing you've got planned with Bass," Blair finished. "Fine. Tomorrow then."

"Tomorrow for sure," Nate confirmed, looking relieved to have gotten off so easily. He leaned in to kiss Blair quickly before bidding them both farewell and leaving. Blair made to head the opposite direction, but Chuck fell in beside her.

"No fair dame should walk to class by themselves," he told her.

"They also shouldn't be subjected to leering and crude comments while making their way to homeroom," Blair replied.

"But the leering and crude comments work for me."

"Which explains the quality of women you find yourself associated with."

"For me, it's not so much about quality as quantity."

"Disgusting."

"You use that term frequently when referring to me."

"You sleep around, drink too much, and I have my suspicions you aren't above experimenting with pharmaceuticals. All traits that make you disgusting."

"I'm not above experimenting, period," Chuck told her with a smirk. "If you catch my drift." Blair scoffed out of disgust. Chuck laughed.

"It's entirely too easy to get under your skin, Waldorf," he said as they walked up the stairs to school.

"And it's entirely too easy to imagine what's growing on yours," she shot back. He laughed again.

"So this Kiss On The Lips party... Am I invited?" he asked.

"Would it stop you if you weren't?" Blair countered.

"No," Chuck admitted.

"Your name is on the guest list," Blair confirmed. "Though I suppose you won't need the plus one."

"Let's just say I won't leave empty handed." Blair rolled her eyes. They reached Blair's locker and instead of continuing on his way, Chuck leaned against the locker beside hers. Blair was aware of his eyes on her as she added one set of books and removed another.

"Here," Chuck said, reaching for the books. "Allow me." Blair looked surprised when he took the heavy history book and her notebook from her.

"Chuck Bass has manners," she commented. "Who knew?" Chuck looked flustered, a very un-Chuck expression.

"A moment of weakness," he replied, putting his mask firmly back in place. He walked with her to her homeroom, a few doors down from her locker.

"Thanks, Chuck," Blair said sincerely as she accepted the books from him. Her fingertips brushed against his and something, a tingle of some sort, ran up her arm. Chuck pulled back quickly, making her wonder if he had felt it too.

"Don't get used to it," he said. "Consider it a favor to my friend Nathaniel."

"Thanks," Blair said again, giving him a small smile. She slipped inside her classroom and Chuck made his way to St. Jude's side of the building, his mind racing.

Something about Blair Waldorf called to him. He had never done something as mundane as carry books for a girl and whatever it was that passed between them when their fingertips brushed together was something he couldn't identify. It had to be the attraction he had to her, he told himself. Once he convinced her to have sex with him – and he was convinced she would - he would go back to normal, no more carrying books or tingling arms. He was already looking forward to that day.

* * *

"Chuck!"

Chuck turned at the sound of Blair's voice. He was just about to slid into his limo at the end of the school day when he heard her. He waited for her to reach him.

"Waldorf," he greeted, leaning against the limo.

"One Kiss On The Lips invitation," she said, handing him an envelope with 'Charles Bass' elegantly scrolled across it. "Bring it with you or you don't get in."

"I'm..."

"Chuck Bass, I know," Blair cut him off. She turned to leave.

"Want a lift home?" he asked. She stopped and turned to face him.

"Are you offering?" He shrugged.

"I have a limo with a lot of extra space in the back," he told her. "And as sure as I am that you could strut your way to your penthouse in those heels, I thought I'd be a gentleman and offer you my carriage. Besides, it looks like it might rain." Blair looked up and saw that the sky had indeed grown a menacing shade of gray. Her hair would be a disaster and her shoes ruined if the skies opened up before she made it home.

"Only because I didn't bring an umbrella," she said, stepping past him and slipping into the limo. He smirked as he slid in beside her and gave his driver instructions.

"So how was your day, Waldorf?" he asked.

"Do you actually care?" Blair asked.

"Not really. Just trying to make small talk." Blair rolled her eyes. She did that a lot with Chuck, she noticed.

"Since you care so much, it was fine."

"Fine as in good or fine as in I'd rather not talk about it?" Chuck pressed. He was actually curious. It made him uneasy.

"Fine as in good," Blair answered. "It was just a day. I delivered invitations, went to class, and had yogurt on the Met steps." She turned her gaze out the window. Chuck looked at her expectantly.

"Aren't you going to ask me how my day was?" he asked. Blair turned back to him.

"I saw the Gossip Girl blast after lunch. I know how your day was." Chuck smirked.

"It was a good day," he confirmed. "And I may just have a good night too. The attendant that works The Palace desk second shift? She's got tonight's bed warmer written all over her."

"Does your penis have an off switch?" Blair inquired. "A pause button maybe?"

"Nope," Chuck said, leaning back against the seats and clasping his hands behind his head. "Just a little freckle." He watched the color drain from Blair's face, her mouth forming an 'O' out of shock. He smirked. "Want to see?"

Blair made a face and turned away from him. He let her stew, waiting for her to say something. It was inevitable that she would ask him another question or else fire off another insult.

"Have you ever had a girlfriend, Bass?" she finally asked. Chuck looked at her. She was looking at him now, waiting for his answer. That was not the question he had expected her to ask.

"What do you think?"

"I think there isn't a chance in hell that you've committed yourself to someone longer the time it took to do the deed," she said. "I also think that's sad."

"Sad? Hardly. I don't need some girl buckling a diamond-studded collar around my neck and pulling me around by a designer leash. Case in point: Nate. I'll go home, throw a few lines at the desk chick, have a drink with her, and by midnight, she'll be in my bed. Nate will go home from lacrosse practice, shower, pick you up for a mundane dinner date and have you back by nine so you can read your history book before bed."

"What's so wrong with that?" Blair wanted to know. She was sincere in her question, he realized. He remembered then what Nate said about Blair often living in her own movie. He hadn't realized how literal Nate had been.

"I don't believe in Happily Ever After," he told her bluntly. "And I don't think you do either." She frowned.

"Of course I do," she argued.

"No," Chuck insisted, "you don't. You've convinced yourself you do, but if you really did, you'd break it off with Nate because Waldorf, anyone who isn't a part of the Upper East Side can see that neither of you are happy."

"Not that it's any of your business, but we are so happy," Blair stated firmly. "I don't know what you're up to, Chuck Bass, but you can give it up now." Chuck studied her.

"So could you," he said with a pointed look. Blair sucked in a breath.

"Nate told you about our sex life," she realized.

"Or lack thereof," Chuck said with a shrug. "I don't give a damn one way or another, but Waldorf, you are missing out on the pleasures of the flesh. I could show you..." The limo rolled to a stop in front of Blair's building.

"You are a despicable excuse for a human being, Chuck Bass," Blair informed him, her head held high. "And I feel sorry for you." She reached for the door handle to exit the limo. Instead of getting out though, she froze. Her gazed was fixed on something she had spied through the window.

"The dramatic exit is much more effective if you actually exit," Chuck told her, taking in how her curls cascaded down her back. In the back of his mind, he pushed back thoughts involving his hands buried in her locks. She didn't respond. He frowned. "Blair?" When she didn't reply he slid across the seat to see what had her attention so riveted. A blond with legs for days was standing in front of her building, looking anxious and checking her watch. Chuck would bet his soul if he had one that her name was 'Serena.'

"Chuck, I can't be here," Blair said, turning to him. "Take me anywhere. Anywhere but here." Chuck studied her for a moment. There was a panic in her eyes, a pleading for him to honor her request. He almost considered making her get out of the limo, for both his own amusement and because he was just the slightest bit sore from her insults, but something wouldn't let him. So instead, he slid back across the limo.

"Change of plans, Arthur," he told his driver. "Take us to The Palace."

**SPOTTED: S hopping a cab from Grand Central Station. I hear tales that she's heading for the Waldorf Penthouse. Wonder how happy Queen B will be to see her? Or will she be too busy with C to notice? And what about N? It's no secret he's kept a flame burning for his GF's BFF all these years. You know you love me, XOXO Gossip Girl.**

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**Serena's back... Kiss On The Lips party is coming up... Blair is going back to Chuck's place... This is getting good. **


	5. Chapter 5

**FINALLY! I apologize for the delay. I'm back at school and it's a busy semester. I'm going to do my best to update once a week, but it may turn in to once every 10 days or so. We'll see. But I WIL update, promise! **

**Thank you to everyone who is reading and reviewing. There have been a lot of new faces reviewing lately, so thank you! And of course, immense thanks to those who have been reading all along, both this and my other story, Spiraling. Love to all of you! **

**THINGS I OWN: A pink planner that contains ('controls' might be a better word) my life. THINGS I DON'T OWN: Gossip Girl

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Blair stirred the drink Chuck had made her as she leaned against the suite's bar, but didn't take so much as a sip. She was too agitated to drink, too riled up by the reappearance of Serena van der Woodsen – the same Serena van der Woodsen who thought she could just show up at her penthouse after pulling a disappearing act worthy of David Copperfield – to consider drinking it.

"You do realize you're wasting whiskey that costs $2,000 a bottle?" Chuck asked from his spot on the couch. He turned up his own drink.

"I don't recall asking for a drink in the first place," Blair snapped. She avoided Chuck's eyes. He had been peering at her as though he knew something she didn't since they had arrived in the suite thirty minutes earlier. Or as though he could see through her. Either thought made her uncomfortable.

"You really are a terrible guest, you know that? I'm trying to be the gracious host and you're making it rather difficult."

"I'm sorry," Blair said with a sigh. She forced herself to look at Chuck. "Thank you," she said sincerely. "I was counting on a Gossip Girl blast to alert me of her return, if and when it happened, so I could be ready."

"You don't take surprises well," Chuck observed. Blair shook her head.

"No," she agreed. "In my experience, surprises tend to end badly."

"So Prince Nate doesn't shower you with romantic surprises?" he continued.

"Aside from the occasional bouquet of roses that he thinks are my favorite? No. Even if I did like surprises, Nate isn't the romantic surprise type."

Chuck watched as Blair let her mind wander to somewhere miles away. He wanted to know what she was thinking. He wanted to replace the sad expression on her face with her beautiful smile. He wasn't sure where those thoughts were coming from, but he didn't believe a face so beautiful should be marred by the sadness he saw there. He found himself on his feet, crossing the suite to lean on the opposite side of his bar.

"What are your favorite flowers?" he heard himself inquiring. It was as though his body moved on autopilot without any regard to what he actually wanted it to do. His mouth seemed to subscribe to the same philosophy.

"Peonies," Blair answered with a small smile. "Pink ones." Chuck nodded. It was fitting that Blair would prefer peonies to roses or tulips or daisies. Peonies were more – refined, perhaps. More appropriate for a queen.

"Peonies," Chuck repeated. "The flower symbol of a happy life." Blair looked at him with a curious expression.

"How did you, of all people, know that?" she wanted to know. Chuck shrugged.

"I tried to impress a woman once," he admitted, unable to look Blair in the eye at the embarrassing claim. "She was my third grade teacher and apparently immune to the Bass charm." Despite her mood, Blair's smile broadened as she tried to picture a young Chuck Bass offering up a bouquet of flowers to the object of his affection who likely took the flowers, petted him on the head, and told her husband all about the sweet little boy who brought her flowers over their dinner that night.

"I've read that they mean a happy life," she agreed. "Wealth, prosperity, good fortune. But I've also read that they mean shameful. Which, if that's the case, as many peonies as I've seen at weddings, I can't help but wonder what the bride has to hide." Chuck laughed.

"You really don't get enough credit for your wit," he said again.

"And I still think you get too much credit for being Chuck Bass," Blair retorted once more, but this time with a small smile. She started wandering around the suite, looking for personal artifacts, something that would give her a clue as to what part of Chuck Bass she hadn't been able to figure out yet. She could feel his eyes on her as she moved.

There wasn't much to see. From what she could tell, everything was hotel standard, be it a luxurious standard. With the exception of a stray article of clothing and a scarf she had seen him wear several times thrown over the back of the couch, there was nothing that seemed to truly belong to Chuck Bass. Just as she thought she was wrapping up her search, a photograph on the nightstand caught her eye.

"How about I fix you something different to drink?" Chuck asked suddenly.

"I'm fine," Blair replied, making her way to his bedside.

"Are you sure? Maybe you want something to eat?" Blair glanced over her shoulder at him. He looked almost nervous. That was one word she didn't think would ever be associated with him. He was always so confident, so cocky.

"I'm fine," she said again, turning away. She picked up the photograph and studied it.

It was an old snapshot. She could tell by the clothing, designer though it was, and the fading colors. It was of a beautiful woman, walking in Central Park on a snowy day. She was pregnant, Blair realized, radiant as she basked in the glow of a woman awaiting her baby's arrival. Her hair was quite dark, thick and curled around her shoulders. Her hand rested happily on her protruding stomach. It was the woman's eyes though, almond-shaped and dark, that identified her.

"This is your mom," Blair stated. She remembered Chuck's reaction at her mother's party when the subject had came up and decided to tread lightly.

"Yeah," Chuck said gruffly. He busied himself with pouring another drink.

"She was beautiful," Blair said. She took one more look at the photo and placed it back on the nightstand.

"She was," Chuck agreed. Blair turned back to him in time to see him toss back the drink he had poured. A piece of what she was missing fell into place. Whatever had happened to Chuck's mother had something to do with why he acted as he did. But the missing piece served only to uncover more unknowns in the mystery of Chuck Bass. Blair didn't know why she cared so much.

"How long?" she asked, sliding onto one of the barstools across from Chuck.

"Stay however long you'd like," Chuck replied, leaning on the bar once more. "And if you change your mind about seeing my freckle..." Blair made a face.

"I was referring to how long your mother has been gone," she informed him. She watched the same look of nerves fall over Chuck again.

"16 years," he answered softly. Blair was quick on the math.

"You were an infant," she stated. Chuck nodded.

"Yeah," he agreed, "I was."

A heavy silence fell between them. Blair knew not to press him further. She watched him play with the empty tumbler in his hand, swirling the ice around the bottom of it. He watched the ice spin, fighting back emotions talking about his mother always managed to dredge up and the thoughts that came with them.

"Why is Serena back?" Blair asked, breaking the silence. Chuck was glad for the change of topic. He put the glass down and looked at her.

"Because I would be the first person who knew the answer to that," he replied.

"It was a rhetorical question," Blair said. "She didn't come back when my parents divorced or when my dad moved away. She didn't come back when..." She stopped herself. "Well, the point is, she didn't come back when I needed her to. When anyone needed to. She has no right to come back now and mess everything up again."

"Maybe she didn't know your parents divorced or your dad moved away." He looked at her. "Maybe she doesn't know that you visit the Ostroff Center nearly every day." Blair's jaw fell slack as she stared at him. How did he know? No one did. Even Gossip Girl hadn't found out.

"How... How did you... What are you implying?" she sputtered.

"I'm Chuck Bass," Chuck said. "And I know everything. I know your mother was aware of your father's sexual preferences years before he admitted it. I know he had rip roaring affair with a French model and took off for France to live with him. And I know you visit the Ostroff Center either before or after school nearly every day and at least once on the weekends. Seeing as you accepted my ride home this afternoon and are now here, I'm guessing you made your visit this morning. The one thing I don't know – at least not yet – is why."

"How?" Blair asked again. "How do you know – anything?"

"I do my homework," he told her. "Just not the kind assigned in history class. Come on Blair, you of all people should understand that there was no way I was going to show up on the Upper East Side and not get the dirt on my counterparts."

It hit Blair then. If she was the queen on the Upper East Side, then Chuck Bass was aiming to be king. The title meant little to him, but the implications behind it were dangerous. Chuck had a power none of the rest of them had – or rather, a lack of something she and her counterparts had had ingrained in them since birth. He didn't care what anyone else thought of him while she and everyone else on the Upper East Side cared too much. He hadn't grown up with the pressures that came with the Upper East Side the way the rest of them had.

"My reasons for going there are personal," she told him. "Not even Nate knows and it will stay that way, do we understand each other?"

"For now," Chuck reasoned. "But back to my question – if I had to guess, I would say your under the radar visits are to treat your eating disorder."

For the second time in under five minutes, Blair was shocked into silence. There were two things about her that absolutely no one knew – that she visited the Ostroff Center almost daily and that she had an eating disorder. She was sure people – Dorota and Serena at least – suspected the bulimia but it was never mentioned. She had barely admitted it to herself. Yet Chuck Bass knew about both.

"I don't have an eating disorder," she stated with a slight quiver in her voice.

"Please," Chuck scoffed. "That's the one thing about you I found out without any digging. I may cut class and pay a grad student to write my papers, but I'm not dumb, Blair."

"Now isn't that the really the question here? Your intelligence level?" she replied, trying to deflect.

"Pretend all you want, but that doesn't make it any less true."

"You don't know me, Chuck, despite all the 'digging' you may have done."

"I know you better than you think I do."

They stared at one another. It scared them both, how true that statement might be. This time, it was Chuck who broke the silence.

"I can help you figure out what she's up to," he said.

"How?" Blair wanted to know.

"How is irrelevant. Do you want my services or not?" Blair studied him.

"What's the price?" she asked cautiously. She hadn't known Chuck long, but she knew not to agree to anything before finding out the stipulations. She watched as Chuck thought about what he was going to offer.

"Have dinner with me," he finally said. "Not tonight. Another night. Before the Kiss On The Lips party, to be exact."

"I have a boyfriend," Blair reminded him. "And I'm the host. I can't go off on faux dinner dates before the party."

"It's dinner, Blair, not a date. I don't date. And you aren't fooling anyone – you are planning to make a grand entrance at this party, which includes being fashionably late."

"Why are you offering to help me?" Blair pressed.

"Because you need help and there's nothing I like more than a scandal," he answered.

"The only way I'm agreeing to this is if you have information for me before the Kiss On The Lips party," she informed him. She was sure there was no way he would be able to find out in three days why Serena was back and where she had been. She had been searching for months and had came up with nothing.

"Done," Chuck said, extending his hand.

"Done," Blair replied, taking his hand. She ignored how her hand fit perfectly in his.

"Now are you going to tell me why you go to the Ostroff Center or am I going to have to find that out for myself too?" Chuck asked as he let go of her hand and stuffed his in his pockets. "Because I will."

"Are you going to tell me what happened to your mother?" she countered. "Or will I have to ask Bart? He did tell my mother I was a 'charming young lady.' I'm sure I could get it out of him." She watched Chuck once again turn inward, thinking, his eyes downcast. She noticed that he toyed with his lip as he thought, biting it between his teeth and releasing it only to purse his lips together. Then he looked up at her.

"She died giving birth to me," he said quietly. "It's not something we talk about in my family. Or lack thereof."

Blair looked at him and saw the sadness in his features. Her heart went out to him. Her mother was intolerable sometimes, but at least she still had one. And she had Dorota. She had already noted that Chuck's relationship with his father was strained. She wondered if he had anyone else. She slid off her stool and walked around the bar to his side. He tensed up at her presence. He hated sympathy.

"I am sorry, Chuck," she told him, putting her hand on his shoulder.

"It was a long time ago," he said gruffly, shaking off her hand and walking a couple of steps away from her. He fixed yet another drink. He looked at her. "Your turn." Blair took a deep breath. She had forgotten her end of the deal.

"This stays in this room," she told him. "Between you and I and no one else. Not even Nate knows."

"I'm a vault," Chuck agreed. "Though you should be able to tell your boyfriend things like this."

"I'm trusting you, Chuck, don't make me regret it."

"Spill, Waldorf. I can feel my five o'clock shadow growing as we speak." Blair rolled her eyes.

"Fine. Remember me mentioning Serena's brother, Eric?" Chuck nodded.

"The one who 'visiting relatives in Florida' despite the whole school being in session thing, yeah."

"Well, he's not."

"Imagine that," Chuck said in a dull voice. "The number of people who actually buy that story astounds me. And they pay all that money for private schools..." Blair ignored him.

"He tried to kill himself, not long after Serena left. His life – it's been less than stable. I guess it finally became too much." Blair played with a bottle cap lying out on the bar top. Chuck watched her.

"You go visit your best friend's brother in a mental institution every day," he stated, still studying her.

"Not every day," she reminded him. "Sometimes I can't go because of school or another obligation. And I don't go on Sundays. Lily visits him then. And Serena is no longer my best friend."

Chuck was struck by Blair's kindness. She was just as much a mystery to him as he was to her. He was starting to realize the picture of Blair Waldorf everyone else had – the hoity queen who's bad side one did not want to find themselves on – was only a part of who she was. It was the only part she let anyone else see however. He doubted anyone would believe him if he told them she had a kind bone in her body.

"Blair, that's really..." Chuck searched for the word, "nice." Blair raised an eyebrow.

"That sounded so strange coming off of your tongue," she told him.

"I'm obligated to say one nice thing a year," he replied. "That was it." Blair quirked a small half smile. "His mom only visits him on Sundays?" Chuck wanted to know.

"Every Sunday, religiously. Sometimes she slips in for a visit during the week or stops to say hi after she's met with his doctor, but she has to 'keep up appearances.' How would it look if the woman who either heads up or is a member of nearly every committee for every charity event and gala on the Upper East Side was seen going in and out of the Ostroff Center?"

"Like she gives a damn," Chuck muttered. He liked that his father was getting involved with this woman even less. He knew for a fact Bart had met Lily a few times for lunch or coffee since the Waldorf party. He was less than thrilled. Usually Bart's women of choice were young, limber and came with a high by the hour rate. The fact that he was taken by Lily, a woman of comparable age with two kids and a host of failed marriages was enough to send up a red flag in Chuck's mind.

"That's the thing with Lily. She really does give a damn. She is a good mother. She just hasn't figured out how to balance everything else," Blair said. Despite her recent differences with Lily, she had always been fond of her. She believed what she was saying even though she could tell Chuck did not.

"If she's such a good mother, why did her daughter disappear without a trace and her son try to kill himself?" Chuck wanted to know.

"Lily has known where Serena's been this whole time," Blair reminded him. "As for Eric... Their father has nothing to do with either of them. Lily has been married three, four times which means he's had that many stepfathers in his fourteen years. And Serena wasn't the most upstanding role model. Lily spent a lot of time getting her out of trouble or else trying to keep her from finding it in the first place. Eric was sort of shuffled to the side."

"It was a cry for attention," Chuck mused. Blair nodded her agreement. She glanced at the clock and saw it was nearing dinnertime.

"I should go," she said, picking up her purse from where she dropped it earlier. "Dorota hates it when I'm late for dinner. And I have homework." Chuck nodded and walked with her to the door.

"I'll have the limo waiting for you out front," he said. "Arthur will take you home."

"You don't need to..." Chuck held up his hand to quiet her protest.

"It's not a big deal," he said. "And don't forget, Waldorf. Dinner. Friday."

"Assuming you have dirt on Serena by Friday," Blair reminded him. "Otherwise, I'll see you at the party." She turned and walked down the hall to the elevator, not daring to look back at Chuck. If she had, she would have seen him watching her walk away, the predatory stare he usually had for the opposite sex replaced by one that was so full of emotions and thoughts it would be impossible to start identifying them all.

Inside the elevator, Blair released the breath she hadn't known she was holding and leaned her head against the back wall of the elevator as she watched the floors tick down. Her phone rang out. It was Nate. She hit ignore and let the phone fall back into her bag without a second thought.


	6. Chapter 6

**No, you aren't hallucinating This really is an update. For real. Please accept my sincerest apologies for this taking so long – until a couple days ago I was trying to keep a schedule no sane person can keep. But fate intervened and worked things out quite nicely. No more 'I'm supposed to get off work at 9:30 – just kidding, it's 11' for me. I haven't even had a chance to watch the Gossip Girl premiere! Must watch before Monday... **

**I haven't gotten around to replying to all of your reviews. I've got them saved in their own special folder in my email and will reply to them sometime this week as well as any new ones if you guys haven't given up hope on this story ever being updated again. I can promise it won't be so long next time – I'm pumped about writing the next one! **

**THINGS I OWN: A big 'ol mess as part of my new schedule involves a new apartment (YES!). THINGS I DON'T OWN: Gossip Girl.

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It hadn't been a lie when he'd told Blair he liked a good scandal. Scandal kept his life interesting, particularly if it were him adding fuel to the fire. Whether it was unveiling his third nanny's double life as a call girl and then holding it over her head to get whatever he wanted at the ripe age of eight or being the one who discovered one of the board members of Bass Industries was embezzling, scandal made his world go around in between his frequent benders and one night stands.

Serena van der Woodsen was the very definition of a scandal. That was what he had uncovered within hours of Blair's departure from his suite. He had the basic details on her before he started his research. He knew she liked a good time and experimented with a variety of substances. He knew she was as promiscuous as he was and was the crooked road to Blair's straight arrow. He also knew about her and Nate.

But the more he found out, through reading Gossip Girl's archives and then old tabloids while he waited for his detective to get back to him, the more impressed he was with Serena's delinquencies. She was gorgeous, with legs for days, long blond hair and a rebel without a cause attitude. She was his kind of girl. Except he had already written her off as the one girl on the Upper East Side he wouldn't try to sleep with. He had developed a strange sort of allegiance to Blair and a friendship with Nate. Serena was intricately tied to both and he wouldn't touch that, regardless of the stories he had heard about her, even if he were more than intrigued.

He had discovered through his detective work that Lily van der Woodsen was residing in the Palace while her penthouse was remodeled. It was convenient, of course, seeing as his father was residing in a suite there while searching for a more permanent residence. It also made it easy for him to lounge in the hotel's lobby, one eye on the elevator, the other on the door, waiting for Serena to come through one of them.

He didn't wait long.

She stepped off the elevator, her hair tucked under a newsboy hat, big sunglasses over her eyes. Her outfit was far simpler than anything Chuck had seen in the photos from Gossip Girl and that his detective had given him. She was, he realized, trying to go incognito. Seeing as her reappearance in the city hadn't been reported on Gossip Girl yet, it had worked. Until now.

"Serena van der Woodsen."

Serena stopped in her tracks and turned hesitantly. Chuck was leaning against a pillar in the heart of the lobby, arms crossed over his chest. She looked him up and down before she took off her sunglasses.

"Who are you?" she demanded. Chuck smirked and pushed off the pillar.

"I'm Chuck Bass," he said as he approached her. "And at the rate my father is going, I could soon be your new brother.

"Bart Bass' son," Serena stated as the pieces of information started fitting together. "Mom mentioned you."

"Did she?" Chuck asked with bored curiosity. "Only good things, I hope."

"Just that her dinner date had a son my age."

"So they've moved on to dinner," Chuck mused. "Dinner is much more serious than coffee or a lunch date. Looks like my assumption about us being siblings may not be too far off. My father does work fast and from what I hear, your mother even faster."

Serena shifted her weight from one foot to the other and looked impatient, the barb about her mother rolling off her shoulders. It was nothing she hadn't heard before.

"Do you want something?" she asked. "Because I've got somewhere to be."

"And where, exactly, would that be?" Chuck asked. "Certainly not a dinner date with your former best friend. No one else knows you're back from boarding school besides your mom, myself and Blair – and likely my father - so it couldn't be a shopping trip with any other friend you might have either."

"Blair knows I'm back?" Serena asked, surprise showing on her face. Chuck had found the opening he was looking for.

"She does," he confirmed. "She saw you waiting for her outside her building a few days ago. She chose to come to my suite rather than be reunited with you so I guess that should tell you how happy she is to know you've returned." He watched a wave of sadness wash over Serena.

"I knew she wouldn't be too happy to see me," Serena said softly. "She's not exactly the forget and forgive type."

"Imagine how unforgiving she would be if she knew about the Sheppard wedding." Chuck smirked as he watched Serena's eyes widen.

"How...?"

"Nate is a friend of mine," he said with a casual shrug. "He was kind enough to show me around school on the first day. He's a little dense, naive to be sure, but he's not a bad guy once you get past all the cobwebs. He was also rather quick to correct my good-natured ribbing of his supposed virginal status."

"Blair can't know," Serena said hurriedly. She looked truly worried he would tell. "Neither of us ever meant to hurt her."

"And yet that's all either of you do," Chuck retorted. He was surprised when the words came out of his mouth. He felt protective over Blair, especially after her revelation that she was visiting Eric in his sister's absence. The way he figured it, someone had to be. Call him chivalrous, but it seemed he had appointed himself to the protector post for the one person who liked to think she could take care of herself. The irony of the situation – that he thought he didn't need anyone to take care of himself – was not lost on him.

"I don't know what you think you're implying...," Serena started. Chuck held up his hand.

"Does the name 'Georgina Sparks' ring any bells?" he asked. Serena's eyes widened once more, her jaw slack. "I see it does. As it should, seeing as she's been your partner in crime in recent history."

"Georgina is in the past," Serena said as if trying to convince herself. "I don't know what you're up to, but it ends now. Things are different now." Chuck shrugged.

"If you say so," he said. "Though I'm curious as to how long that will last. I do suspect one Nathaniel Archibald would be very interested to know of your return to the city that never sleeps." He took his BlackBerry out of his pocket and held it up. "Now say cheese." Before Serena could respond, Chuck snapped her picture. "Gossip Girl will be very interested in this particular tip," he said, sending the tip to the number he had programmed in his phone earlier.

"No!" Serena gasped, grabbing for the phone. Chuck smirked as he let her grab it.

"Too late," he said. Serena looked panicked.

"I wasn't ready for everyone to know I was back!" she exclaimed. "How could you?"

"Wasn't ready for everyone to know? Or wasn't ready for Blair to know?" Chuck asked. Serena studied him, searching for his motives.

"What kind of person are you?" she finally asked.

"The kind that knows what drove you out of New York," Chuck answered. "And the kind who knows the only reason you came back to New York was because you found out your brother tried to off himself."

"You know about Eric?" Serena asked. Chuck was enjoying himself, watching Serena switch from annoyed to panicked to surprised and back again as quickly as a car crash.

"You must not be bright enough to realize I know everything. Which, come to think of it, makes you a perfect match for Archibald."

"Charles," came his father's voice. "Are you bothering this young lady?" Chuck turned to see his father striding across the hotel lobby, attempting to look menacing. To others, he might. To Chuck, he looked like the man who kicked a cocktail waitress out of his bed just before Lily van der Woodsen arrived for breakfast the morning before.

"No, father," Chuck answered. "I was just introducing myself to Ms. van der Woodsen's daughter." Just as he had expected would happen, his father's eyes widened in recognition. Chuck could practically see the Bass charm being summoned from it's resting place.

"You must be Serena," Bart said, extending his hand. "I'm Bart Bass. Charles, as I'm sure you've learned, is my son. I'm a friend of your mothers."

"She's mentioned you," Serena replied, shaking Bart's hand. "It's a pleasure to meet you."

"Likewise," Bart said, letting go of Serena's hand. "I'm actually on my way to meet your mother for dinner. You – and Charles – are more than welcome to join us." Chuck fought to refrain from rolling his eyes.

"Oh, um, thank you but I have to... Meet a friend," Serena stuttered. "But next time."

"And unfortunately – fortunately for me – I have plans. And I probably will next time as well. If I don't, I'll make some." Bart spared Chuck a disdainful look while Serena wasn't looking. Any other teenager would fear repercussions if they addressed their father that way. Chuck wasn't concerned however. It wasn't like Bart cared enough to ground him.

"Next time, then," Bart said, nodding politely at Serena. "You'll have to excuse me. I don't want to keep your mother waiting."

"Unless breakfast is running late," Chuck said to his father. Bart shot a look full of daggers at him before he dismissed himself.

"I've got to run too," Chuck said. "I have dinner plans that need to be attended to."

"You are a horrible person," Serena informed him. Chuck smirked.

"I've been called far worse so I'll take that as a compliment," he replied. Their text message alerts sounded at nearly the same instant. "Looks like you've got a message," he said with a nod towards her purse. "You should check that." He turned on his heel and strode towards the entrance, reading his phone as he went.

**Spotted: Serena van der Woodsen come home from a place far far away. What brings her back into town? Better yet, what drove her out? And how will Queen B react to the news? You'll know when I do, XOXO, Gossip Girl. **

Chuck slid into the back of his limo with a satisfactory smirk as the picture he had snapped of Serena van der Woodsen colored the screen of his phone, Gossip Girl's biggest story of the school year – so far – typed out under it. Serena van der Woodsen was officially back in New York. His games had officially begun.

* * *

"I'll pick you up at six." Chuck dropped a manila envelope on the dining room table in front of Blair and looked expectant. Blair glanced up from her physics book she had previously immersed in before Chuck Bass' unannounced arrival.

"It's seven-thirty," she told him pointedly before turning her attention back to her book.

"It's also Thursday. I was referring to Friday. As in, tomorrow."

"I take it you have info on Serena." Chuck's response was to nod at the envelope he had dropped. "I also sent the Gossip Girl blast I'm sure you've already read. Sorry if you wanted to be the one to do that, but I just couldn't resist."

Blair eyed him a couple seconds longer then turned her attention to the envelop he had dropped in front of her. She reached for it and carefully opened it's flap, as if expecting a bomb to explode with any sudden movement. She removed the sheaf of papers inside and, without looking at Chuck, started to read through them.

Chuck watched her. He found he didn't need words to understand her. The creased eyebrows and slight frown on her face as she read the first few pages and glanced over pictures told him she was curious, despite feeling guilty. She wanted to know what he had found out, where Serena had been. But at the same time, Serena was, once upon a time at least, her very best and only true friend. Did she want to continue reading and find out Serena had done something awful?

She chewed her lip, a sign Chuck read as eagerness. Despite the guilt gnawing at her from somewhere deep within, she couldn't have turned down the chance to find the answers she had sought for months if she had wanted to. As she read further, her frown deepened and her eyes grew larger, rounder. She was getting to the meaty part, Chuck knew, and she couldn't believe her eyes. Once she was through the last page, she laid the papers on the table and looked at Chuck.

"You didn't make any of this up." It was a statement, not a question. Chuck shook his head.

"I didn't," he confirmed. "Though I appreciate the vote of confidence, Waldorf."

"I've already learned that I can never be too careful with you, Bass," she shot back. Chuck ignored her dig.

"So what are you going to do about our friend, here?" Blair looked contemplative. And a little conflicted. Chuck raised an eyebrow. "Are you going soft, Waldorf?"

"Of course not!" she snapped, scoffing at the idea. "I'm thinking."

"I'm quite handy with revenge plots, you know. The only thing I'm better at occurs between the sheets. Against a wall. In the bathroom of a bar..."

"I get it, you're a sex god," Blair cut him off. She stood, picking up the papers Chuck had brought. "And for the record, I am the master of revenge plots. You think you're good but you haven't seen a Blair Waldorf take down."

"Then by all means, allow me to be present when this take down of yours occurs. Perhaps I could learn something," Chuck said, taking a few steps closer to Blair. His eyes fell on the strap of her dress. It had slipped down her shoulder. Images of his lips grazing the perfect skin innocently exposed made him swallow hard. He reached out and using just a finger, righted her strap. He felt the jolt of electricity that passed between them with just the slightest of touches. His eyes met hers and he knew she felt it too.

"I'll send you a save the date," she breathed. Even her breath, minty with a hint of something sweet, lured Chuck in. He swallowed hard, his desire for her growing.

"I look forward to it," he replied, pushing back visions of throwing her down on the dining room table. He tore his eyes from hers, the only way he knew to break the spell she was somehow casting over him.

"Until then, you stay out of it," Blair instructed him. "You've done your part." Chuck looked at her again. He needed to remain close to her for his plan to work.

"You may want to rethink that," he said casually.

"And why should I?"

"Her mother is 'dating' my father. I have major inside access that you, as the former best friend now engaging in open warfare, may be limited to."

Blair studied him. He had a point. Serena knew her too well to not know she would be planning something. She didn't know Chuck, however. None of them did, really. There was a chance she could work with this. As long as she kept her eyes open.

"I'll keep it in mind," she relented. "Stay out of it until if and when I give you word."

"Your wish is my command," Chuck answered. "Speaking of which, where are we going to dinner? I'll need to make reservations and I believe one of the stipulations of this bet of ours was that you would name the place, should I win."

"I can't believe you're making me go through with this," Blair replied. "I have a boyfriend."

"A deal is a deal and it's just dinner. And do you really think Nathaniel enjoys being carted around to these functions with you? If he can get out of dinner, playing your arm candy all night while you work the room will be at least slightly less painful." He could tell by the expression on Blair's face that he had hit a nerve. That had been his intention.

"You know what, Bass? Surprise me," she told him. There was a challenge in her voice. "You pick the place. Prove that you are capable of eating food for dinner instead of a strictly liquid diet and that you can behave yourself in a respectable establishment instead of tainting already tainted side bars and dives."

"Fine," Chuck replied, studying her. "I'll surprise you. I'm still picking you up at six."

"Six it is," Blair agreed. "I'll be ready."

"That, I doubt," Chuck answered. He turned to leave. "Don't forget my save the date," he said over his shoulder as he exited the room. He waited until he was exiting her building to place a call.

"Yes, I need a reservation for tomorrow at 6:30." He listened as the voice on the other end of the phone rambled about how they were were sorry, but that wouldn't be possible and to make reservations at least a week in advance in the future as their restaurant was rather popular. "I'm sorry," Chuck interrupted. "I must have forgotten to mention – I'm Chuck Bass."

He ended the call moments later with reservations at 6:30 at the table of his choice, a complimentary bottle of champagne to be presented to him upon his arrival.


	7. Chapter 7

**Well, there was less time between updates this time than last time. Certainly that's a bonus! I've wanted to write for what feels like weeks, but I had papers, then I had midterms. So I was writing, just about Antigone and her drama and public policy, not the goodness that is Chuck and Blair. I have finally managed to catch up on Gossip Girl and I have to say, I'm really loving this season so far, depending on where they go with the foundation they've laid. I've been rather inspired by it, to be truthful. Maybe I'll churn out a one shot...**

**Please accept my apologies for not replying to reviews! I've been so busy, moving from one apartment to another and then working my RA duties and going to school. I have read them all and replied to some, but if I haven't gotten back to you, know that I love you and I will soon! Thank you all for continuing to read. Much, much love for all of you! **

**THINGS I OWN: A pretty new Droid phone I have no idea how to use. THINGS I DON'T OWN: Gossip Girl

* * *

**As she dressed for the Kiss On The Lips party, Blair let her mind turn over everything she had pushed to the back of it throughout the week. She could think while she spun her silky hair around the barrel of a curling iron and smoothed eyeshadow across her lids. It was one of the few things in her life she could do without a facade, ironically because the clothes and the perfectly done makeup and hair were part of putting her infamous facade in place.

A part of her, bigger than she wanted to admit, didn't want to seek revenge on Serena. If what Chuck had found out was true, and her very gut told her it was, then Serena needed her friends. That was what made Blair grow angry again. She would have helped Serena had she came to her. How, she didn't know, but she would have figured out something. Instead though, Serena had opted to run away when both of them had needed the other more than ever. It wasn't an act Blair could just forgive.

Her plan was simple enough. She was going to keep Serena from regaining the privileges her former popularity had allowed her. It wasn't going to be easy, of course. She was well-aware of Serena's beauty that, when coupled with her personality, made it hard to resist or deny her. But she was Blair Waldorf, the queen of the Upper East Side. She wasn't willing to give that up or even share it and after Serena had abandoned her, she refused to let her return to New York as though nothing had ever happened. Social demise was one of her specialties, after all.

Satisfied with her plan for Serena, her thoughts shifted from her former friend to her boyfriend. She had thought, or maybe hoped, Nate would exhibit some kind of reaction when she told him she would be dining with Chuck instead of him before the party. A wave of jealousy, a hint of annoyance, something to let her know he cared was all she had been looking for. Instead, he had nodded in agreement and told her it was fine, good even – he wouldn't have to rush home from lacrosse practice to shower and dress and could just meet her there.

If Nate had told her he was dining with another girl who wasn't his mother or grandmother, she would have been livid. She would have thrown a tantrum and demanded he cancel his plans and take her out instead. At the very least, she would have made him bring her along. But Nate didn't seem phased that she would be in the presence of a notorious womanizer, alone, for at least a couple of hours. And that was exactly what was bothering her. She didn't think Nate cared at all, one way or another. She wasn't sure she did anymore.

Without knowing how he had done it, Chuck had called attention to what she had tried her damnedest to deny – that her and Nate weren't the couple everyone thought they were. They were together in the eyes of their peers and Facebook said it was so, but that was really where their relationship ended. Both of them were aware of it. Neither of them had the backbone to do anything about it.

And then there was Chuck. Blair couldn't deny that she was curious about him. She got the sense she knew more about him than anyone ever had before. He had told her about his mother when she doubted most of his classmates had even realized there was no Mrs. Bass or even a former Mrs. Bass in his life. She had also had a front row to the tense relationship he had with his father. He knew things about her she a hadn't told a soul – that she visited Eric who wasn't where everyone thought he was and that she made herself sick. While she hadn't confirmed his suspicions of her eating disorder, she knew he knew. She was strangely okay with that. It was almost comforting that someone else, besides Serena and Dorota, knew.

Her instincts told her he had an agenda when it came to her. What she couldn't figure out was if his intentions were good or bad. He was such a closed book most of the time. But she had caught him looking at her more than once, with a certain look in his eye she could only describe as infatuation and she doubted his jabs regarding her lack of a relationship with Nate had been accidental. She was playing with fire with no idea as to how badly she might get burned when it came to spending time around Chuck Bass. And yet, she couldn't turn him away. She fully understood the saying 'like a moth to a flame' having spent time with him.

"Miss Blair?" came Dorota's voice.

"Yes?"

"Mr. Chuck here," she said in an almost hushed voice, as though she were afraid of being overheard by someone. Blair was sure Dorota was bursting to know why it was Chuck picking her up instead of Nate.

"Tell him I'll be down shortly," Blair directed, turning her attention back to her mirror for a few last minute primps. Once satisfied, she slipped into her shoes and moved to meet Chuck.

She saw him before he saw her. She was struck by how handsome he was in his suit, standing in her foyer like a perfect gentlemen, his hands clasped behind his back as he waited. She paused in the shadows at the top of the stairs to watch him for a moment. He rocked back on his heels just slightly, kept his eyes downcast. Blair wondered if he were nervous which from what she knew of him, was totally out of character. The sound of her heels on the marble of the stairs brought his attention to her.

His eyes on her made her self-conscious. She wanted to look away but she couldn't. His gaze wasn't predatory as she would have expected it to be given his reputation. It was softer, guarded even. Blair couldn't label it. The only thing she was certain of was that he was looking at her as though he had never seen another woman before.

"Bass," she greeted.

"Waldorf," he replied after a beat to swallow hard. "I must say, you do look stunning." Blair smiled smugly. She knew it were true and she knew men well enough to know she was having an affect on him.

"Thank you," she said. "It's good to know Gucci can still cover up a sleazy interior." Chuck raised an eyebrow.

"If that's a compliment, I'll take it," he said with his signature smirk. His removed his hands from behind his back, revealing a bouquet of beautiful pink peonies. He watched as Blair's eyes widened in surprise and a soft smile graced her features. His stomach felt funny and he made a mental note to toss down a few Tums before he started the evening's drinking to quell any bug he may be coming down with. "These are for you," he said, offering her the flowers.

"If I didn't know better, I'd say you're trying to impress me," Blair replied, taking the flowers from him gingerly. Neither of them saw Dorota standing in the room's shadows, her hands clasped and a look of sheer jubilation on her face as she watched her Blair be treated the way she had always believed her charge should be treated. While Dorota had nothing against Nate, she knew Nate wasn't Blair's true prince charming, regardless of whether or not Blair knew it. Mr. Chuck though...

"I consider myself your escort for the first part of the evening. Though it's a foreign concept to me, I believe the guy is supposed to bring the girl flowers when he picks her up. And you did say peonies were your favorite."

Blair was certain her heart skipped a beat, regardless of her relationship status. Nate had never, even after her heavy hints and reminders, brought her peonies, always showing up with the roses he believed her favorite and then only if he thought he might be in trouble for something.

"I did say that, didn't I?" she asked. Chuck shrugged, looking rather proud of himself.

"Our reservations are in twenty minutes," he said. "We should probably go. Arthur is downstairs with the limo." He offered Blair his arm.

"Lead the way, Bass," she replied as her hand wrapped around his elbow after laying her flowers on a nearby table. "Dorota?" she called over her shoulder. "Put my flowers in some water. And don't wait up."

* * *

"You eat like a bird, Waldorf," Chuck commented, just before shoving a large piece of steak into his mouth.

"And you eat like a glutton," Blair retorted. But to prove him wrong, she speared a piece of salmon and popped it into her mouth. Silence filled their table as the two chewed. Chuck was the first to speak.

"We're not leaving until you clean your plate, so I suggest you eat or else miss your grand entrance you have planned."

"You sound like Dorota – from when I was five."

"Nathaniel might be naive, but I'm not. Eat."

"There you go again, implying something you know nothing about." Blair cut another piece of her salmon.

"There you go again, denying that I'm right when it's been well-established that I have an uninterrupted pattern of being right." Chuck reached for his drink.

"You're an ass."

"And you've got a stick up yours, but I'm still enjoying the view."

Blair glared at Chuck who merely continued his meal, enjoying that he could get under her skin so easily. He had gotten them reservations at the most exclusive restaurant in Manhattan and had ensured them a private table. As he had left The Palace with peonies in hand, he had ran into his father who had merely raised an eyebrow. Chuck echoed the sentiment. He didn't know what he was doing either, just that he had some need to impress Blair. He still told himself he merely wanted her because she was, in theory, the girl he couldn't have. But deep down, he knew there was more to it. He just wasn't ready to admit it yet.

"So this Kiss On The Lips party, is Serena invited?" he asked, purposefully changing the subject. He hadn't meant to be so brazen about his suspicions of Blair's eating disorder, but he hated the idea of her harming herself and the words had just came out.

"Of course not," Blair scoffed. "She knows that."

"And if she happened to crash the party?"

"Security won't let her in without an invitation."

"But if I saw her talking to little Jenny Humphrey who looked to be handing her one of those fancy invitations you had someone else slave over..."

"Then both Serena and little Jenny Humphrey will get what's coming to them," Blair stated, frustration edging into her voice. Chuck enjoyed the spark of fire behind her eyes that talk of revenge put there. He suspected he had a similar one whenever he discussed the topic.

"And how, exactly, will this 'what's coming to them' take place?" he continued.

"Well little J shouldn't be too hard. She's scared of me, as she should be. Serena..." Blair thought for a moment before smirking at Chuck. "Well, you do have a thing for – anything with legs." To her surprise, Chuck shook his head.

"There is one woman off limits in all of Manhattan and that would be Serena van der Woodsen. Sorry, Blair, but you'll have to find another more willing participant to distract your enemy." Blair frowned.

"And why, Chuck Bass, is Serena the only woman in all of Manhattan off limits? I should think there are at least two if that's the case, myself being the other one."

"My dad is apparently seeing her mother. Quite frequently, might I add. Granted, he's still seeing cocktail waitresses and flight attendants on the side, but the only thing he's been committed to longer than Lily in the last sixteen years is his preferred brand of scotch. I don't have many limits but I do draw the line at potential incest." Blair scoffed.

"You didn't answer my question," she told him. "I'm with Nate, your one friend in this city, and yet it seems I'm not off limits either." Chuck leaned forward.

"You're not," he agreed. His declaration sent a short chill up Blair's spine. "Because you and Nate are halfway to over. He wouldn't fault me for swooping in once the final nail has been put in the 'Nair' coffin." In Blair's mind, she knew the right thing to do was stand and storm out of the restaurant. Instead, she sat across from Chuck, pretending to be angrier than she was.

"We are not even close to over," she said, sounding more sure than she actually was. "I know you haven't been on the Upper East Side long, but certainly you've been here long enough to hear the rumors of how the Vanderbilt ring will be mine within the next year. And don't call us 'Nair.' Gossip Girl made that up and it's tacky."

"Ah yes, engaged before you even graduate high school. I'm sure that's exactly what Nathaniel wants. Will you be following him to college on the west coast? I don't see your fair skin and sense of style fitting in at USC."

"Nate is going to Dartmouth," Blair informed Chuck. "Just like his father did. And I am going to Yale. We'll marry the summer after we graduate, before I start law school." Chuck rolled his eyes at Blair's delusions.

"When you realize this perfect life you've planned out in your head is nothing more than a pipe dream, come find me," he told her. "I'll help bring you back to reality. Although I wouldn't be opposed to role play."

"You are a pig," Blair stated.

"And you're deluded, but I'm not judging." Chuck waved the waiter over and requested the check. Blair sat quietly while Chuck took care of the bill and tipped the waiter excessively. He stood and rounded the table to offer Blair his hand. She took it and stood, but was quick to release it, least a photo of her hand and hand with Chuck Bass surface on Gossip Girl. They would be dubbed 'Chair' before she had enough time to do damage control should that happen.

"As big of a pig as you are, you do know how to act like a gentlemen, at least," she said as they made their way to Chuck's waiting limo.

"I suppose that's your way of thanking me for dinner?" He opened the limo door for Blair. Arthur, who had been standing by to open the door, raised an eyebrow. He hadn't pegged his young boss as the type to do much of anything for himself.

"Something like that," Blair replied. She spared him a smile. "Now come on, the party is starting." She slipped into the limo. Chuck followed her and sat a little closer than was necessary as they drove across town.

* * *

"Why isn't he here yet?" Blair hissed to Chuck. They stood at the bar, Chuck bored, Blair livid. Chuck glanced around the room full of people dressed in clothes that cost more than an average person made in a month, drinking and dancing to their heart's content.

"He probably heard how terrible the music is and that the alcohol is watered down and bailed," he mumbled.

"This is the best deejay in the city and that bourbon you're drinking costs more than the Manolos I'm wearing per bottle," Blair informed him. "He's not answering my calls or texts. You call him. Maybe he'll answer if he thinks a tightly rolled joint and influx of scotch is on the agenda."

"No need to call him," Chuck said with a smirk as he nodded towards the doorway. "This party just got a lot more fun." Blair turned. Chuck heard her gasp audibly.

"He brought Serena!" she half-shrieked, taking in the appearance of her former best friend, standing next to her boyfriend with a happy smile and windblown hair. Nate himself had rosy cheeks and was smiling as though he had just gotten the only thing he wanted for Christmas delivered to him by Santa himself. Chuck could practically feel Blair's blood boiling.

"Are you going to make a scene or will I have to follow you across the room to overhear how this goes down?" Chuck inquired.

"Waldorfs don't make scenes!" she snapped before, head held high, she walked purposefully across the room. Chuck polished off his drink and followed.

"Nate, how nice of you to finally show up," Blair said in her sickly sweet voice that meant trouble. Nate was oblivious to it however, his mind clouded by a certain blond at his side. She turned her eyes on Serena.

"Serena," she said in a clipped tone.

"Blair," Serena replied carefully. "It's good to see you."

"Wish I could say the same," Blair retorted before turning back to Nate. "Nate? I've been trying to call you. You're late. Very late."

"I was on my way, but I saw Serena walking down the sidewalk while the car was stuck at a red light. I'd read she was back on Gossip Girl, but to see it with my own eyes...," Nate trailed off, looking at Serena with a smile. Serena looked uncomfortable and kept her eyes downcast. Chuck took a step closer to Blair to show her he was on her side. But he wasn't about to let the situation go without furthering his own agenda.

"Stopping the car to catch up to a girl," he commented. "We saw Blair walking along Fifth a few days ago, but you didn't stop then..." Nate shot him a look of daggers, but they bounced off Chuck. His main purpose was to get Blair even more wound up than she already was for his own selfish reasons.

"Why would he?" Blair spoke up as Nate opened his mouth to offer an explanation. "He sees me every day. Serena though... She's been gone for quite some time. Speaking of which, your name isn't on the guest list, S. Seeing as you haven't been been in New York in months, I didn't think it necessary to invite you. And since it's invite only, I'll have to ask you to leave."

"Blair," Serena said in a hushed voice. "Don't do this."

"I'm merely following protocol, Serena," Blair continued in her sugary voice.

"Blair, come on, Serena's our friend," Nate said, also keeping his voice low.

"Was," Blair corrected, her eyes now glaring through Serena. "Then she left." She turned to Nate and held our her hand. "Dance with me?" she asked sweetly. Nate looked at her hand, almost disgusted.

"Blair, if you're going to make Serena leave, I'm going with her," he said. "You aren't being fair." Chuck stood by as the color drained from Blair's face, contemplating if a thank you note to Nate for that last comment would be appropriate.

"I'm not being fair?" she asked, her voice an octave higher than usual. "What is and isn't fair is one conversation neither of you want to have with me." She spun on her heels and disappeared into the crowd. Chuck watched her weave her way towards the bathroom before turning back to Serena and Nate.

"I told you this was a bad idea," Serena said to Nate.

"You're her best friend," Nate argued. "I thought she would be thrilled to see you."

"Was her best friend," Chuck corrected. "Serena, you should probably go. I'm going to go check on Blair."

"I should go check on her," Nate said with a sigh that revealed how much he didn't want to. "Just hang tight for a minute, Serena. I'll see if I can change her mind."

"I'll go," Chuck said again, this time with more force. "Maybe both of you should leave. I doubt she'd be thrilled to see either of you right now." Nate studied Chuck, his suspicions suddenly raised.

"What makes you think she'll be happy to see you instead of one of us?" he challenged. "She barely knows you."

"She knows me well enough," Chuck replied pointedly. "Besides, I didn't sleep with her best friend. Or leave the city when her world was falling apart. You'd know these things if you spent more time with her and less with your lacrosse stick, Nathanial. Now if you'll excuse me."

He turned and followed Blair's path to the bathroom. After pausing only momentarily to knock on the door, he went in. He listened when he was just inside the door. Blair's quiet sobs were barely audible, but he knew on instinct they belonged to her. He locked the bathroom door before crossing to the stall door he knew Blair was behind.

"Blair?" he said softly. "It's me. Come out." She didn't reply, but her cries softened even more. "Blair, I know you're in there. Either come out, or I'll come in." He waited. He heard her rummaging about, then the pop of a top which was put back into place moments later, the contents of whatever the top belonged to rattling about. Then, the door opened. He stepped back to allow her to exit.

Her eyes were puffy, her cheeks tear-stained. She was still beautiful though, possibly even more beautiful than she had been moments earlier with some of her disguise washed away by her tears. She stood before him, waiting, but he was at a loss. Any girl who had ever cried in his presence had been instantly dismissed. He didn't have it in him to be the guy who offered his shoulder. But Blair was different. She made him want to. He opened his mouth, but Blair was too quick.

"I just need to touch up my makeup, then we can return to the party," she said, brushing past him. He watched almost dumbfounded as she took a compact, lipstick and mascara out of her purse and used a dampened paper towel to remove the smudged makeup from around her eyes.

"Are you okay?" he asked finally, coming to lean against the counter. He mentally kicked himself for using such a clichéd line.

"I'm fine," she replied in a clipped voice.

"Blair," he warned.

"I said I'm fine, Chuck." He caught the mint on her breath then and the suspicions he had harbored when she'd disappeared to the bathroom came to the forefront. He reached out and took her compact from her hand.

"Give me that," she said, moving to snatch it back from him.

"You're not fine," he said, holding it out of reach. "You made yourself sick again, didn't you?"

"No." Her lie was paper thin and both of them knew it. Chuck sighed and put the compact down.

"Why?" he asked. "Why do feel the need to do that to yourself? Do you not realize that you could die?"

"It's not a big deal, Chuck. Besides, I was already feeling ill. It was probably the fish. I thought it tasted a little funny." Frustrated, Chuck ran his hand through his once precisely combed hair.

"It's not the fish, Waldorf."

"I said I'm fine."

"Stop lying to me, Blair. I haven't known you long, but for some reason, I know you well. Tell me the truth."

Something about Chuck's tone made Blair stop trying to hide from him. He was right. In some weird way, he already knew her better than most. She turned to him, no mask in place, no pretenses. Just her. Her and Chuck.

"It wasn't the fish," she said quietly. Chuck nodded.

"Why?" he asked again. "You're beautiful, Blair. You don't need to do this to yourself."

"I'm not beautiful enough," she said softly, casting her eyes downward. "I'm not thin enough or graceful enough or smart enough or – enough enough." Chuck's frown deepened.

"How could you think that?" he wanted to know. She was the most beautiful woman he knew and was intelligent on top of it. In his experience, the two traits hadn't often gone hand and hand.

"My mom tells me all the time," she admitted. "It's always 'Blair, that dress is much too tight around the middle' or 'Blair, you shouldn't eat that piece of cake.' Nellie Yuki is always right there, a point ahead of me or a point behind me – a point that could keep me from Yale. And Nate..." she stopped talking then. Chuck reached out and put his hand on her elbow with a certain surge of anger towards Nate. He squeezed it gently. Blair looked up at him. She swallowed hard.

"Nate cheated on me with Serena," she told him. Chuck's eyes widened. So she knew. "After a wedding we were all at. Serena disappeared less than a week later."

"You know," Chuck stated. Blair furrowed her eyebrows.

"You know?" she repeated.

"Nate told me," he confessed. "I was ribbing him for being a virgin right after I met him. I guess he had to prove me wrong. I didn't think it was my place to tell you." Blair looked to contemplate whether she was angry at him for a few moments. Then she nodded.

"I saw them," she said again. "They had both been missing for a while so I went to find them. I found them on a barstool, Serena's legs wrapped around Nate's waist."

"Why are you still with him?" Chuck wanted to know. "You can't be mad at Serena but not at Nate. That's hypocritical, a total double standard."

"I'm supposed to be with Nate," she said. "It's what everyone expects of me."

They looked at each other then. Chuck couldn't understand. He couldn't understand why anyone could possibly think Blair wasn't enough. He couldn't understand why she didn't realize that she was more than enough. And he really couldn't understand why Nate didn't realize what he had in Blair, why he would hurt her in such a way. Blair was trying to decipher Chuck, figure out why, when they were alone, he was someone she could, if she weren't with Nate, fall for and why he became such an arrogant pig the moment he was back in public.

"He has feelings for her," Blair admitted. "Even I could see it as they stood there."

"Break up with him," Chuck urged, taking a step closer to her. "You deserve better, B. And so does he."

"What's that supposed to mean?"

"Neither of you are in love with the other." He took another step forward.

"How can you be so sure?" Blair challenged, her eyes never leaving his.

"Because I am." He leaned down and kissed her then.

It was a soft kiss at first, almost tentative. He pulled away, certain she was going to slap him for his actions. Instead she looked at him curiously for a few moments and then pulled him in for another kiss.

He had wanted to kiss Blair Waldorf from the moment he had laid eyes on her. He had wanted to do a lot more than kiss her, to be truthful. Now that his lips were on hers, he wasn't quite sure how he'd ever kiss someone else and enjoy it again or bear to watch anyone else, Nate or otherwise, kiss her. It was as though she were made just for him.

Somehow, Blair found herself pressed up against the bathroom wall, Chuck's mouth on hers and hers just as aggressively on his. She made no move to stop his hands as they roamed freely.

"You're beautiful," he whispered in her ear before ducking down to run his lips along her jawbone. Blair felt herself being lost in the feel of Chuck against her, Chuck all over her. He was doing nothing Nate hadn't done to her before, but it felt different with Chuck. It felt better. And even, if she dared say it, right.

"Chuck," she whispered. Her arms wrapped around him, pulling him still closer. Chuck had managed to remove her shirt and she had untucked his and undone his tie when the beating on the door began.

"Blair?" Nate called. "Chuck? Are you still in there?"

* * *

**Silly Chuck. Tums don't kill butterflies... **


	8. Chapter 8

***tap tap tap* Is this thing on? Probably not. I haven't updated in far too long for my liking and I really doubt anyone is going to read this. I am truly sorry about the updating fail – school is owning me. Whoever said your senior year was a breeze lied like Juliet. . **

**THANK YOU to all of you who read and review (and who are still reading). I got at least one thank you sent out to everyone who has reviewed the last couple of chapters last night, but I still want to say thank you. Your support means the world an encourages me to keep writing. The next update shouldn't be nearly as long coming. I've go a to do list that makes me want to cry every time I look at it hanging on my fridge, but next week is all mine – I'm heading home for Turkey Day! I'll be writing for sure – I tend to write a lot when I'm home. :) **

**THINGS I OWN: Ole Miss. Well, *I* don't own them, but my football team did this weekend. Sorry to any Ole Miss fans reading this, but hey, we've had a down year and that win sure felt good. :) THINGS I DON'T OWN: Gossip Girl

* * *

**

Blair sprung away from Chuck, eyes wide as if she had only just realized what she'd been doing. Chuck's eyes widened as well, surprised from the sudden lack of contact.

"Blair? You in there?" Nate called again. Chuck frowned at the sound of his friend's voice. He wasn't thrilled with the interruption.

With hardly a glance at Chuck, Blair snatched up her shirt and pulled it back on, tucking it back into her skirt before smoothing her hands across her outfit.

"Blair?" Nate called yet again.

"One second!" she called out to Nate. She glanced in the mirror, quickly adjusting a few hairs, then strode across the bathroom to the door. "Fix your shirt," she hissed at Chuck as she passed him. Chuck rolled his eyes, but tucked in his shirt as Blair undid the door's lock. He purposefully left his tie undone around his neck, doubting Nate was quick enough to catch the implication, but there was always the chance for a breakthrough.

"Blair," Nate said, his hand raised in mid knock as the door swung open. "Are you okay?"

"I'm fine," Blair answered a little too quickly, putting on a smile.

"You sure?" Nate glanced toward Chuck who was leaning against the bathroom wall, his arms folded across his chest. He looked bored. "Chuck insisted he be the one to find you, but the two of you never came back so I thought I'd check..."

"Did you find them?" Serena floated around the corner. Her eyes fell on Blair. "You did," she answered her own question. Blair glared at her former best friend.

"He did," she confirmed. She was smiling at Nate now, like he was her knight in shining honor. Chuck inwardly groaned. He could see Blair rapidly transitioning from the broken yet honest girl he had held in his arms moments earlier to the leading lady of her perfectly scripted movie. She was looking at Nate like he was her savior, as though it had been him who had burst into the ladies room to find her, had held her and told her she was beautiful.

"Actually it was me who found you," Chuck reminded her, pushing off the wall and sidling up beside Blair. "Made sure you were okay."

"Yes, well, thank you for that," Blair said in a clipped tone. "Nate?" she held out her hand. "Take me home? I've had a long night." Nate looked confused at Blair's sudden shift in attitude towards him, but took her hand anyway.

"Of course," he agreed. "Chuck, Serena." He nodded politely at them and led Blair away. She didn't acknowledge either of them, holding her head high as she possessively gripped Nate's elbow.

"Bye," Serena said. Chuck heard the hint of wistfulness in her voice. His new plan formed almost instantaneously.

"As familiar as the inside of a lady's room is to me, I should probably vacate the premises before someone gets the wrong impression," he said as he sidled past Serena. He purposefully put himself between the exit to the rest of the party and Serena. He looked at her expectantly.

"What?" she finally asked, crossing her arms over her chest.

"A loaded question," Chuck mused. "I spent my formative years in Australia, but I believe the common American saying is 'you scratch my back, I'll scratch yours.'"

"Whatever you are suggesting, I'm not interested." Serena tried to push past him, but Chuck blocked her path.

"You want Nathaniel," he stated.

"Nate is with Blair."

"Just because it's on Facebook, doesn't make it so," Chuck argued. "You want Nate. I want Blair. From what I can tell, Nate wants you. And Blair wants me, even if she doesn't know it yet. You help me out, I help you out. Everyone gets what they want. Or shall I say, who."

"I won't do that to Blair," Serena said firmly.

"Yet you'll sleep with her boyfriend..."

"A mistake," Serena snapped.

"Did you know she knows?" Chuck wanted to know. Serena looked at him, trying to size him up, determine whether or not he was telling the truth. "Because she does. She just admitted it to me. Right before I had her up against the bathroom wall. If Nathaniel hadn't interrupted, who knows how far it could have gone?"

"She knows?" Serena's face was stricken with terror.

"She does," Chuck confirmed. "The pair of you went missing for too long that night and she came to find you. Shame the only interest Blair has in the theater is acting her way through her every day life. She could win an Oscar with her talent, as much pretending and deceiving as she does."

"You're lying," Serena said, trying to call his bluff.

"While I do engage in the art of lying quite frequently, this is one of those rare occasions where speaking the truth happens to accomplish my goal better than a lie ever could. Consider yourself a witness to a monumental occasion." Serena cursed under her breath.

"This is bad," she stated.

"Or it's good, depending on where your interests lie."

"You don't know Blair. She holds things in. And keeps holding them in. And then, something happens that sets her over the edge and God help whoever happens to be in her path of destruction. And if you think you're safe because you're the new guy, or Blair's friend, or whatever, you're not. Especially if you really did have her 'up against the bathroom wall' as you so eloquently put it. I'm sure you're aware that a tryst with a notorious womanizer isn't in the script of her life story."

"Could you say 'and' one more time?" Chuck asked, ignoring everything Serena had said. "I don't think you said it enough in your most recent monologue." Serena scoffed and made to push past Chuck again. This time, he let her.

"My offer still stands!" he called after her. "You scratch my back, I'll scratch yours!" His answer was the last strands of Serena's hair following her around the nearest corner. He wiped his hand across his lips. He could still taste the faintest bit of Blair's lip gloss.

* * *

It was Tuesday and her plan was succeeding brilliantly. A guilt-ridden Nate had been the attentive boyfriend all weekend, making up bringing Serena to the party by showering her with gifts and flowers, accompanying her to plays, and watching Audrey movies without complaint. Serena's name hadn't been mentioned, her presence in New York nothing more than an afterthought in Blair's mind, for the moment at least. She had also successfully avoided Chuck Bass who, according to Gossip Girl, had spent his weekend bedding bartenders and cocktail waitresses and had been too hungover on Monday to show up at school. Now, she sat at her preferred table in the Constance courtyard, reading ahead for her literature class, content that all was right in her world at the present time.

"Waldorf." Chuck's voice broke through the world Blair was painting in her head as she read the story of Heathcliff and Catherine, not for the first time.

"All good things must come to an end," she quipped, marking her page and closing her book. She looked up at Chuck. "What do you want, Bass?" Chuck sat down across from her.

"Can't a friend say goo morning to another?" he asked.

"We aren't friends."

"We were," Chuck reminded her. "In the bathroom at the Kiss On The Lips party we were almost more than friends."

"You can forget that breakdown in my sanity. It won't happen again."

"It seems that you were at your sanest when my arms were around you and your lips were on mine."

"It never happened."

"It did and will happen again."

"It won't," Blair said, her tone full of steel.

Chuck felt irritation growing inside of him. It was impossible to get anywhere with Blair. Forget one step forward, two steps back. She erased whole chunks of time with her delusions.

"You know, the therapist that cracks how your mind works will go down in history," he stated, standing. "Probably win a Nobel Prize."

"The same could be said for you," Blair clipped sweetly.

"Unlike you, I'm well aware of my issues. I just choose to sex, drugs, and Johnnie Walker to escape them instead of trying to manipulate life into my own Technicolor movie. But since I'm feeling generous this morning, I came to tell you Serena has re-enrolled at Constance. Have a good day."

Chuck turned and walked off, Blair watching him go. She could pretend as much as she wanted that the bathroom scene hadn't happened, that she, as director of her perfect life, had left the footage for the cutting room floor. But she didn't really want to. She was supposed to, of course. She was still Nate Archibald's girlfriend and that was what was expected. But she couldn't deny that there was something between her and Chuck, some sort of weird connection that was becoming more and more apparent. It was too confusing for her to begin to explore right then, however. Instead, she took out her phone and scanned Gossip Girl. Sure enough, the top story was a photo of Serena in the main office of Constance, class schedule in hand.

"Good morning," Nate said, sneaking up behind her. He kissed her cheek as he sat down.

"Morning," she replied sweetly.

"Did you like the roses I had sent over this morning? I thought your favorite flower would be a good way to start the day."

"They were lovely," Blair answered politely. She bit her tongue to prevent herself from pointing out they weren't, and never had been, her favorite. Chuck, who had known her all of a month, had brought her peonies though, remembering that small detail from an otherwise lengthy discussion.

"So, um, I guess you probably already know Serena is back at school?" Nate asked.

"Yes, I do. What's your point?"

"I just... Thought you should know..."

"Well I do know. Chuck told me this morning." Nate's face clouded over at the mention of Chuck. Blair's curiosity was peaked. Could he possibly be jealous?

"You and Chuck spend a lot of time together," he said carefully.

"He's new. He doesn't have a lot of friends," Blair explained.

"I'm his friend," Nate stated. "And I don't really know if he wants friends. He's kind of a loner, you know? But Blair, I don't know if I trust him."

"I thought he was your friend?" Blair asked, raising her eyebrow. She could get used to this jealousy thing. Nate had never shown such an emotion before when it concerned her.

"He is, but his reputation... It's not like we've been best friends since birth or anything. I just don't trust him not to try something with you."

Blair was immediately reminded of Chuck declaring her as not off limits. The thought excited her more than it appalled her, just as the memory of his body pinning hers against the wall sent shivers down her spine.

"Chuck won't try anything," she said. "We have an understanding. Besides, don't you trust me?" Blair batted her eyelashes and smiled sweetly as she turned the tables on Nate.

"Of course I do," Nate relented. He leaned forward and kissed her softly, quickly. "Just like you trust me." Nate didn't notice the dark look that passed over Blair's face. She had trusted him once upon a time. Then Serena had came back.

"I need to get going," Blair said, standing and gathering her things. "I want to talk to Professor Fozzi about my essay before history." Nate stood to kiss her goodbye but she was already gone. His phone went off and he took it from his pocket. One new text message from Serena. He occurred to him as he read it that he should feel more guilty about it than he did.

* * *

Chuck had never felt guilty about anything in his entire life, but as he took up his position across the street from the gates of St. Jude's, relying on a tree for cover with his phone in hand, he wondered if the tight sensation in his pit of his stomach could possibly be the foreign emotion. What he was about to do would further his own agenda, but hurt Blair in the process and for some reason, he found that he cared whether or not she was hurting. Still, this had to be done.

He checked his Rolex and waited. Right on time, Nate, looking extremely guilty, darted out of a side entrance of St. Jude's. He checked his own watch and stopped just outside the St. Jude gates. He checked his watch again and nervously looked in the direction of Constance. Chuck made sure he couldn't be seen from his vantage point and watched as Serena flitted down the Constance stairs and joined Nate. He wished he could hear what they were saying – it would have helped his cause that much more – but he had to settle with holding his phone at the ready, waiting for the right moment.

Throughout their homeroom, he had watched Nate texting furiously and had been just bored enough to find himself curious as to who had that much to say to the blond Archibald. Dr. Baird had spotted Nate firing off another message and reprimanded him, causing Nate to drop the phone. When the bell rang, Nate had took off for his next class without it. Being the good friend he was, Chuck had picked it up to return to him but not before doing a little research that had led him to skip his Italian class.

He watched as Serena rested her hand on Nate's arm. He considered taking the picture he needed, but gambled on them doing getting even closer. His gamble paid off when the two embraced in a hug too intimate for just friends. He snapped the photo and fired it off to Gossip Girl. Once the message had been delivered, he erased it and the picture from his phone. He pocked his phone and waited for the coast to clear.

* * *

Blair covertly filed her nails as her chemistry professor droned on and on about reactions or catalysts or something. She didn't have much interest in the subject, but an A in it would look stellar on her transcript. A buzz sounded throughout the room and almost as a unit, the class reached for their cell phones the moment their teacher turned her back. Blair gasped audibly at the image in front of her as all eyes turned to her. She inhaled a deep breath, squared her shoulder, set her jaw, and dropped her phone into her bag. When the bell rang ten minutes later, she was the first one out of the class room.

She stormed into the St. Jude's side of their building, curls flying. She had every intention of skinning Nate alive when she found herself being dragged into an empty classroom.

"Going somewhere?" Chuck asked, shutting the door behind them.

"Let me go, Bass," Blair demanded, struggling against his grip on her arm

"Not until you calm down."

"Calm down?" Blair asked. "Calm down. Really, Chuck? I'm sure you've seen the Gossip Girl blast. You know about their history. You're seriously going to stand here and tell me to calm down?"

"Yes," he confirmed. "I know you're furious, as you should be, but you should take a deep breath before you go all exorcist on Nate."

"I told him to stay away from her!" Blair fumed. "Who does he think he is, meeting up with her in secret while everyone else is in class? Did he really thing no one was going to find out? I don't understand!" she ranted. She took a deep breath and looked at Chuck. He raised an eyebrow, waiting. Blair sighed, hating that somehow he could see right through her. "Why can't he stay away from her?" she asked him, her resolve dissolving around her. Chuck let her go. She sat down at a desk and drew in another breath.

"Maybe it was a final farewell," Chuck said, perching on the desktop. "A 'my girlfriend said I could never see you again, have a nice life' sort of thing."

"Neither of us believe that," Blair retorted. "You're a fool if you do."

"Well, clearly comforting the hurt is not my calling."

"Clearly," Blair agreed. Something in her tone made Chuck smirk just a little.

"If you want to separate Nathaniel's head from his body, far be it from me to stop you, but I recommend you reconsider your venue of choice for the execution," he told her. "Whoever sent that photo to Gossip Girl is most likely is aware of how you would react, hence the reason they sent it in the first place. You go after Nate here, there will be a Gossip Girl blast in under five minutes, damaging your reputation and giving Serena's a few bonus points."

Blair considered what Chuck was saying. He had a point. She was more often than not Gossip Girl's main target and the last thing she wanted was to give Serena any momentum.

"Fine," she agreed. "I'll give Nate a piece of my mind after school."

"You're more than welcome at my suite for a celebratory drink following your disembowelment of Nathaniel," Chuck offered with a bit more of a smirk.

"I'll pass," Blair stated. "There won't be anything to celebrate, after all. And now, I've got to go. I'm already late for French." Head held high, Blair exited the classroom, leaving Chuck to follow, satisfied that things were going his way.

* * *

"Blair," Nate greeted, caution in his eyes.

"We need to talk," Blair stated. "Can I come in?" She stepped inside the Archibald's foyer without an answer.

"Like I could stop you," Nate muttered under his breath. He turned to Blair. "Should we go up to my room?"

"This won't take long," she told him, drawing herself up to her full though still diminutive hight. "I told you to stay away from Serena."

"Blair...

"Why were you meeting up with her?"

"She texted me..."

"She texted you? So that gave you the right to text her back? To agree to meet her? Though I'm sure you were only meeting her to tell her in person that you couldn't talk to her anymore. Which, judging by things, you felt was best sealed with an intimate hug to say goodbye."

"Have you ever stopped to ask Serena why she took off?" Nate wanted to know. "Or why none of us heard from her? Or even why she came back?"

"Have you?" Blair retorted. Nate opened his mouth to reply, but Blair beat him to it. "Of course you have. Stupid question on my part."

"She left to try and get her life together. You know what she was like, Blair. She's changed. You'd see that if you would just talk to her."

"What do I have to say to get you to understand that I want nothing to do with Serena?"

"She's your best friend."

"Was. Then she left."

A knock sounded on the door. Nate moved around Blair to answer it.

"Nate! I'm sorry to just drop by, but I didn't know where else to go and I just came from visiting Eric..." Serena trailed off when she seen Blair standing behind Nate.

"Nice to see you've finally decided to be a sister," she quipped. "Seeing as you've failed horrendously in recent history."

"Eric told me you've been visiting him," Serena answered. "Thank you, Blair." She was sincere, but Blair didn't care.

"Someone had to."

"You knew about Eric?" Nate asked, turning to Blair. "Why did you tell me?"

"It's not exactly something that was meant to be spread about," Blair spat. "Serena? Do you need something? Nate and I were in the middle of an important conversation." Serena looked conflicted.

"Um, no, I guess. I just... I wanted to talk to someone about Eric. Normally I would come to you, but since you're not speaking to me, I thought maybe Nate..."

"You didn't tell her you can't see her," Blair accused Nate, interrupting Serena's speech as she whirled around on face him, perhaps more livid now than she had been when she'd seen the photo of them earlier.

"She's my friend, Blair. She used to be yours. It's not fair to ask me to give up a friend." Despite his brave words, Nate shifted from one foot to the other, nervous as to what was to come. Blair stared at him for a long moment, hiding her hurt as she realized Nate was choosing Serena over her, the girl he was suppose to love.

"Well, it seems the two of you have plenty to talk about. I guess I'll be going." She turned and made to leave.

"Blair," Nate called, reaching out to stop her. "Wait." She turned to look at him.

"Why should I?" she asked him. Her eyes sparkled with tears she refused to shed in front of either of them. "You chose Serena. You always do. You even lost her virginity to her. I was a fool for ever pretending I didn't know." She watched the shock register on Nate's face.

"Blair..."

"I'm done, Nate," she said, surprising them both. She turned to leave again and this time, Nate didn't stop her as she brushed past Serena and out the door.

"Blair...," Serena called after her. "Blair, wait!"

"Blair, stop," Nate called half heartedly, seeming to finding his voice after momentarily being struck dumb. Blair didn't acknowledge either of them. She slipped into her waiting car, determined to keep her composure even if her heart was breaking.

"Take me to The Palace," she ordered her driver. For some reason, it felt like the only place she had to go.

* * *

15 minutes later, Blair was knocking on the door of suite 1812. Chuck Bass opened it and smirked when he seen her. It was as though he expected her to turn up the whole time.

"Waldorf," he greeted.

"How about we turn that celebratory drink a 'drown my sorrows' drink instead?" she proposed. Chuck's smirk grew into a Cheshire cat-sized grin.

"I take it things didn't go according to plan."

"Hardly. Serena showed up. And I think we broke up. I don't want to talk about it. Now are you going to let me in or not?"

"Actually," Chuck said, stepping into the hallway and shutting the door behind him, "I was on my way out to check out an investment property. A little business venture I'm considering proposing to my father. You could come with me, see if the place meets your impossibly high standards. Then we'll drown your sorrows, no discussing of feelings necessary."

"Fine," Blair agreed. It was then that she noticed the folded newspaper and leather document case in Chuck's hand. His suit was sharper than usual too, she realized. She fell into step with him as they walked down the corridor. "What kind of place are you taking me to anyway, Bass? Do I need to make sure I have an updated tetanus shot?" Chuck placed his hand on the small of her back to guide her into the elevator.

"No tetanus shots necessary," he told her. "The place is called Victrola."

* * *

**Oh Victrola... **


	9. Chapter 9

**Don't adjust your computer screens. This really is an update. An update that went through hell and high water. Or finals, graduating from college, a crashed computer, the holidays, the Music City Bowl (fire the refs!) and writer's block. I lost the entire update when my computer died as well as another fic I had planned on starting. I had to recreate this (working on the other fic now) and I have to say, I'm MUCH happier with it. Writer's block was nasty before Christmas. I'm interested to see what you all have to say about it – assuming anyone is even reading it now!**

**With the crashed computer, I didn't get to reply to reviews. Please accept my apologies and love for you all. I promise to respond to all reviews for this chapter! **

**THINGS I OWN: A crock pot. What a grown up Christmas gift. THINGS I DON'T OWN: Gossip Girl

* * *

**

"What's Victrola?" Blair wanted to know as she and Chuck entered the elevator.

"You'll find out when we get there," Chuck told her. Blair narrowed her eyes.

"Bass," she warned.

"Trust me, Waldorf," he drawled, leaning against the back of the elevator.

"I'd just as soon eat dirt. It's probably better for my health than trusting you."

"You could do with some nourishment," Chuck retorted. "Though may I suggest using a bib? We wouldn't want you to ruin that lovely Chanel you're wearing, now would we?" Blair sniffed and turned her nose up in the air. The gesture made Chuck smirk. They didn't speak the rest of the elevator ride, nor as they made their way through the lobby. Ever the gentlemen though, Chuck held the door for Blair and then the limo door, even as Arthur stood by. He gave Arthur his orders before sliding in beside Blair.

"Where are we going?" Blair tried again.

"You don't trust me, pretend to loathe being around me, and yet you're following me to an unknown location. Interesting," Chuck mused. Because it was.

"Everyone has their momentary lapses in judgment," Blair mused. "Besides, I've just been through a traumatic event. Clearly I'm not thinking straight."

"What exactly happened with you and Nathaniel anyway?" Chuck asked. He had set up the chain of events with his covert photo sent to Gossip Girl and was curious as to how things had fallen.

"I told you I didn't want to talk about it."

"That's fine. The news of you and Nathaniel's apparent demise will be on Gossip Girl by morning anyway. I'll sift through the rumors then. Or I'll just question Nathaniel. We're friends, remember?" Blair sighed.

"I went to talk to him about how he met up with Serena behind my back..."

"Talk? Or yell?" Chuck interrupted. Blair glared at him but continued.

"He didn't see where he was wrong. As I was about to explain it to him, Serena showed up with some sob story about how she'd been to visit Eric and needed someone to talk to. Clearly Nate hadn't told her he could no longer see her. And if he won't do this for me, I can't be with him anymore."

Chuck smiled to himself. His plan had gone perfectly, down to the letter. He was playing on Blair's weaknesses, her fear of being alone and of losing her position as queen and her boyfriend to Serena, but if he got her into his bed, it would be worth it. He was certain that one time with her would settle whatever weird fluttering he felt in his stomach when she was around. He just needed to get her out of his system. Then he could carry on with his usual debauchery with a clear conscious, free of the nagging voice in his head that whispered 'Blair' every time he was with another woman.

"You said you thought you broke up. So technically, you could still be together," Chuck said.

"Well, yes," Blair admitted. "But Nate has to make a choice. Me or her. And if he chooses her, we're done." Chuck had no doubt that Nate would choose Serena. Maybe not at first but definitely in the end.

"Waldorf, did you ever stop to think that maybe you'd be better off if Archibald chose the blond?" he asked her. She made him no answer. He wasn't looking for one. He could see the wheels in her head turning, the intent of his question. She remained in deep thought as the limo bended through the streets of New York and came to a stop outside of Victrola.

"Arthur, if I go missing, you're the last person who has seen me," Blair told the chauffeur as she exited the limo behind Chuck.

"Sure thing, Miss Waldorf," Arthur agreed with a gleam in his eye. He liked the Waldorf girl. He also liked his young boss more when the young Waldorf was with him.

"Ladies first," Chuck drawled, opening the door of Victrola for Blair. She cast a wary eye at him before entering the relatively unassuming building.

The sight took her breath. She had entered what looked like a strip club, but classier. Comfortable chairs and sofas scattered the room, some pulled up to expensive tables, others grouped together around poles or to form intimate seating areas. The room was empty, save for several women who danced in time to the music bounding from the loudspeakers. Blair stood entranced by them. They moved with a freedom she longed for, a confidence in their bodies that eluded her.

Chuck stood nervously nearby, watching Blair for her reaction. He hadn't realized until he had walked through the door just how much her opinion mattered to him. He wanted her to approve of his venture. He reasoned that it was because they shared similar relationships with their parents, but deep down, he knew he wanted to impress her, show her there was more to him than just the Upper East Side's resident bad boy. He watched as her eyes sparkled with a certain curiosity, desire even, as she watched his hired dancers.

"So, think big, bad Bart will go for it?" he finally asked, unable to wait any longer for her response.

"You want your dad to invest in a strip joint," she replied, turning to face him. "How midtown." But there was a small smirk on his face. It encouraged him.

"A burlesque club," he corrected, placing his hand on the small of her back and leading her further into the venue. "A respectable place where people can be transported to another time. Where they can feel free to let loose. No judgment. Pure escape. What happens at Victrola, stays at Victrola." He waved his free hand over the stage to accentuate his point.

"Well, it does have franchise potential," Blair agreed, turning to face him again. She noticed the lack of contact the moment his hand dropped from her back. "Chuck Bass, I do believe all your years of underage boozing and womanizing have finally paid off. Truly, I am proud." Her praise made Chuck's lips turn into a genuine smile.

"And you are my toughest critic. Well, second toughest." It was then that Blair noticed he was still carrying the newspaper he had had in his hand when she arrived at his suite. It was the Wall Street Journal with no other than Bart Bass's photo on the front page, the phrase 'Bad Bart's Big Deal' as the headline. She understood what Chuck was up to then.

"So, you think your father will go for it?" she asked. Chuck held up the newspaper.

"It is exactly the kind of innovative thinking on which the Bass empire was built," he stated, letting some of his excitement slip through. "It is the perfect thing. I've been waiting for this." Blair smiled at his eagerness. She had known from almost their first encounter that there was more to Chuck Bass than met the eye. Now she had another piece of the puzzle.

"He'll love it," Blair assured him. Blair's confidence in him boosted his own. He felt surer now that he could do this. He could pitch this plan to Bart and win his approval.

"Victory party, tomorrow," he announced. "Tell everyone. And I'll send a car for you."

"I'd better be on the VIP list if I'm promoting this shindig for you, Bass," she teased.

"Where else would you be?" Chuck asked. They traded a smile. Both of them knew neither of them would ever be anywhere else. That was simply the way of the world when you were a Bass or a Waldorf.

* * *

Blair lounged comfortably on the sofa in the living room, her sketch pad resting on her knees as Dorota flitted around her with a feather duster. Her pencil worked furiously yet carefully over the design unfolding before her, a design that would likely go unseen with the exception of Dorota who would stop to peer over her mistress' shoulder every once and a while and offer her unwanted opinion.

No one, not even Serena or Nate, knew Blair spent time with a sketch pad. She was careful to hide her drawings, not wanting to risk her mother's eyes falling on them and ridiculing them when she was often so proud of them. Her sketches were usually of gowns and day dresses though sometimes children's clothing and baby apparel made their way into her work as did the occasional interior, usually a living room or bedroom.

"You should put bow on shoulder," Dorota advised, once more peering over Blair's shoulder.

"You should get back to dusting," Blair retorted, never taking her eyes or pencil off the paper before her.

"What bothering Miss Blair?" Dorota questioned. "You sketch when sad or need to think."

"I'm fine," Blair replied automatically. "Just fine." Truthfully, all she could think about was Nate. Serena. Nate. Serena. Even Chuck floated in sometimes though she chose to ignore those particular thoughts.

"You not," Dorota muttered under her breath, returning to dusting. Blair ignored her and focused on her drawing. She frowned. Dorota was actually right. A bow on the shoulder would be the finishing touch the dress needed. She set to adding one and had nearly finished it when the elevator dinged.

"Blair?" came Nate's voice. Dorota and Blair looked at each other.

"Stall him," Blair hissed. Uttering her agreement, Dorota hurried out of the room. Blair quickly stuffed her sketchpad and pencils into a nearby drawer and checked her appearance in a mirror. Satisfied with how she looked, she stepped out into the foyer where Dorota was pestering Nate with small talk he clearly wasn't interested in.

"Nate," she greeted in a neutral voice.

"Blair," he replied in an equally controlled voice. "Can we talk?"

"In my room," Blair agreed. She led the way up the stairs. Nate closed the bedroom door behind her. "Well?" Nate sighed.

"Blair, I can't do this anymore," he said. It looked like it took all the courage in the world for him to admit that. "Neither of us are happy and that's not fair to either of us." Blair studied Nate for several long moments, thinking about how she wanted to respond. Then, she took a deep breath and nodded. She could tell by the look on Nate's face that he was surprised at her so far calm reaction.

"I can't do this either," she agreed. "You love Serena. You always have."

"Love might be too strong of word, at least right now, but yeah, there are definitely feelings there." Nate shifted from foot to foot nervously, his hand stuffed deep in his khakis. "But Blair, you have to know, I do love you. I'm just not - in love with you." Blair nodded again.

"I think it was the idea of us that I was in love with," she admitted. "I've thought a lot about this recently. I love you too, but like you said, I'm not in love with you. I guess you're more of a - best friend." At this, Nate smiled cautiously.

"I was always second fiddle to Serena," he said. "At least until she took off."

"I'm not going to forgive her for that," Blair stated. "At least not anytime soon."

"You really should talk to her," Nate said carefully. "She misses you. And she had reasons for leaving."

"Nate, don't defend her. Not to me. You don't understand."

"Fair enough," Nate agreed. He removed a hand from his pocket. "I figured you'd want this back." He held his hand out to Blair. She gingerly took the gold heart pin from him, the same one she had sewn into the sleeve of his sweater on a romantic whim.

"Thank you doesn't seem like the appropriate thing to say," she said, closing her hand around it.

"No, it doesn't," Nate agreed. "I should probably get going." Blair nodded in agreement. The former couple stared at one another for a long moment. Finally, Nate stepped forward and wrapped Blair in a hug. Blair buried her face in his shoulder, tears springing to her eyes as she realized this really was the end of her and Nate, of her perfect fairytale romance.

"Bye, Blair," Nate said, pulling away. With a final half-hearted smile, he left. Blair sank onto her bed, a single tear rolling down her cheek.

It didn't feel how she thought it would feel. She had always pictured break ups as being loud and dramatic, much the way her parents had been in the days leading up to and immediately after their divorce. She had pictured photos of the couple being thrown by the scorned woman, the glass shattering as it connected with the wall. The woman was supposed to storm out, taking a suitcase of her things with her and promising to be back for more or else she was supposed to lock the man out of their home and toss his things from their bedroom window while he stood on the sidewalk below. It wasn't supposed to be a quiet mutual agreement and a bittersweet hug before parting ways.

She had allowed herself, once or twice before, to think about how things would be if she and Nate broke up. She had always seen herself as devastated, broken hearted. She didn't expect to feel like a weight had been removed from her shoulders. It felt like a world of possibilities had suddenly opened to her. An unbidden image of Chuck Bass passed through her mind and she dismissed it just as quick. As though on cue, her phone chimed with a text message.

_Party is on. Car will b there at 10. - C_

Blair smiled even as another tear rolled down her cheek. She would go to Victrola tonight. She would have fun. And tomorrow, she would take on whatever was next.

* * *

True to his word, a limo pulled up to Blair's building just before 10pm. Reminding Dorota that it was Friday night when she questioned where she was heading, Blair slipped into the limo, pleased to see that it was Arthur who was driving her. She had expected one of the Bass Industry cars, not Chuck's personal chauffer.

As the car carried her towards Victrola, she heard Chuck's voice repeating that Victrola was a place to escape, to be transported to another place and time. Escaping was exactly what she needed. She had allowed herself to be concerned over whether Nate was going to be there while she had dressed, only to read a Gossip Girl blast, complete with picture, that showed Nate and Serena in Brooklyn of all places, far away from Victrola. She hoped they stayed there. The car stopped and Arthur opening her door signaled that she had arrived. She'd barely stepped out of the limo when Chuck appeared.

"Waldorf," he stated. Blair could practically feel his eyes rake over her. "You look stunning."

Blair felt self-conscious as she always did when complemented. "It's a Waldorf Original," she explained, indicating the dress. It was habit to deflect, to refer to her outfit or a pair of shoes when someone told her she looked nice. In her mind, she could never look good enough. Chuck shook his head, his eyes on her as he closed the space between them.

"It's not the dress that's stunning. It's the Waldorf wearing it that I was referring to," he whispered in her ear. Blair shivered involuntarily at how close he was, his cologne filling up her nostrils.

"Thank you," she nearly stuttered. Chuck just smirked and led her past the line of people waiting to get in.

"It's early, but I'm going to take a chance and call opening night a success," Blair said, observing both the line of people outside and the packed club once she was through the doors.

"I'm Chuck Bass," was Chuck's reply. Blair rolled her eyes, but this time, it was out of fondness instead of disgust.

"Well, Bass, I'm counting on you to show me a good time tonight. You said that this was a place where people could escape. And I need to escape." Chuck sat down on a sofa directly in front of the main stage and motioned for Blair to join him. He signaled for drinks to be brought to them.

"Ah yes. You and Nathaniel are done. He told me as much when he declined my invitation to come celebrate with me tonight."

"I don't want to talk about it," Blair said determinedly. She took the drink that was being offered to her and leaned back on the sofa. Chuck took his as well, smirking. Blair was right where he wanted her.

* * *

A couple of hours passed and Blair found herself more relaxed than she had been in a while. She knew part of it was the martinis she had been sipping on. Nowhere near intoxicated, the alcohol had loosened her normally tightly wound body and she found she was actually enjoying herself. Chuck, who kept disappearing to mingle with his party goers, or, as Blair suspected, recruit whomever he chose to sleep with that night, returned to her side.

"Escaped yet, Waldorf?" he asked over the pounding music. She made him no reply. She was entranced by the dancers on stage, marveling more now than she had the day before at how free they were, how utterly uninhibited they danced around their poles, revealing more and more of their bodies but never too much. Chuck sat back and took another drink from a passing waitress, content to watch Blair.

"You know, I've got moves," she said. She kept her eye trained on the stage, her head bobbing ever so slightly to the music.

"Really?" Chuck asked, his signature smirk prominent. He tilted his head toward the stage. "Then why don't you get up there?" Blair laughed and shook her head.

"I'm just saying, I've got moves." Chuck raised an eyebrow and took a swig of his drink. Blair eyed him suddenly. "You don't think I'll get up there." Chuck shrugged casually.

"I know you won't."

Blair stared him down. She had wanted to escape, to be someone else if only for a while. What better way than doing the last thing anyone, least of all her, expected? Her mind made up, she pushed her drink toward Chuck.

"Guard my drink," she stated as she stood. Chuck motioned toward the stage and sat back to enjoy the show, certain Blair would back out just before her feet hit the stage. He was floored, however, when she stepped onto center stage, claiming the spotlight as her own.

Chuck was entranced. He couldn't look away. The room and it's occupants had fell away, leaving just him and Blair and the distant sound of music. He watched as Blair, the prim and proper queen of the Upper East Side, started to dance, timidly at first then with growing confidence as the crowd around her cheered her on. He felt his mouth go dry as she unzipped her dress and let it fall to the floor. She twirled around a pole almost expertly, a small smile on her face. There was no other word for it. She was amazing.

"Who is that girl?" came a voice from behind him. He didn't even look to see who it belonged to, unwilling to take his attention away from Blair for even a moment.

"I have no idea," he answered. _'But she's mine,'_ he though possessively as the song finished. She picked up her dress to the cheers that surrounded her. Chuck was by the stage to meet her as she left it.

"That was amazing!" she gushed, throwing herself into Chuck's arms, still half undressed. Chuck, aware of how close to naked she was, pulled her to him. Instead of trying to feel her up as he would have done to any other girl, he merely held her to him and buried his nose in her hair.

"You were incredible," he confirmed. He unwillingly let her go when she pulled away to put her dress back on. Around him, men – and even some women – were ogling her. He had suddenly had enough burlesque for the night. "You were right about opening night being a success," he told her. "I think I'm going to call it a night. Care for a lift home?" Blair nodded as she zipped up her dress.

"That would be great," she said. Chuck took her hand, the usual spark of electricity passing between them, and lead her to his limo.

* * *

A comfortable silence filled the back of the limo. Chuck, tired from two busy days of business proposals and grand openings, leaned against the seat, somewhere between sleep and awake, the liquor in his system keeping him warm. Exhaustion was catching up with Blair as well as she let her head rest against the back seat, her guard down as her eyes fluttered shut and she fought sleep.

Chuck kept sneaking peeks at Blair, his mind full of _her_. She had amazed him earlier, had shown him a side of her he was more than certain no one else had seen before. He knew she would probably regret her dance tomorrow, but he would remind her, he decided. He'd remind her of how free she had been, how beautiful. He was watching her, observing how her eyelashes rested on her cheekbones, when her eyes fluttered open and she looked over at him.

"Thanks for the lift home," she told him. He couldn't stop the smile his lips turned into.

"You were amazing up there," he told her.

It was in the moments that followed that their paths would change. Blair didn't see Chuck Bass as she looked at him then. She saw Chuck, the guy who remembered her favorite flower was a peony and followed her into the ladies' room to tell her she was beautiful and didn't need to hurt herself. In that moment, he wasn't the guy who had become notorious for his womanizing and drinking and who had been tabloid fodder in Australia since he was 12. He was a boy who desperately wanted his father's approval and who seemed to know her better than she knew herself. She slid across the seat so their legs were touching.

Chuck wanted her. If she were any other girl, he would have just taken her. But she wasn't just a girl. She was Blair. She was the one woman who had had his attention since the moment she had walked up to him and Nate on his first day of school. He had told her more about himself than he had ever revealed to anyone. She knew him and he was eager to know her. He leaned in but waited for Blair to make the next move. She did.

Their lips met briefly, but the fireworks were there, just as they had been the night he had pushed her against the wall at the Kiss On The Lips party. He somehow knew what she was thinking as he leaned closer.

"Are you sure?" he whispered. Blair's answer was to kiss him again as she slipped into his lap.

It was everything Chuck had wanted since day one. As he ran his hands over her soft curves and kissed her fiercely, he felt her reacting, pulling him closer to her, her hands in his hair and on his chest. He was intoxicated by her. He wanted her. As his hands slipped under the skirt of her dress, he realized he was going to take Blair Waldorf's virginity.

He stopped.

"Blair," he breathed.

"Don't stop," she whispered, moving to kiss along his neck.

"Blair," he tried again, this time reaching for her hands which were working on his shirt buttons.

"What?" she asked, remaining in his lap but sitting back. She looked confused.

"This isn't right," he told her. He was as surprised as anyone to hear the words coming out of his mouth. He had taken plenty of willing girls' virginity and been gone by morning, but he couldn't bring himself to do that to Blair.

"I said I was sure, remember?" Blair asked. She leaned forward to kiss him again, but Chuck stopped her.

"I won't do this," he told her, gently removing her from his lap. "I won't let you lose your virginity to me, in the back of a limo. You deserve better than that." He felt his stomach – or maybe that was his heart – clench as her eyes filled up with tears.

"You don't want me," she stated. She moved as far away as she could in the limo, righting her dress and recoiling away from Chuck.

"Blair," Chuck tried, "that's not it at all."

"You're Chuck Bass. You're supposed to do anything in high heels."

"Blair." Chuck wanted to explain. He wanted to tell her she was more to him, that he was interested in her as more than a one night stand. But he was Chuck Bass and he didn't get close to anyone, let alone a girl. He was battling with his own demons, just as he could tell Blair was battling with hers.

"Arthur, you can drop me off here," Blair ordered. The limo slowed, but Chuck wasn't having it.

"No, Arthur, you will drop Miss Waldorf off at her penthouse." Blair opened her mouth to argue. "I won't have you walking around the streets of New York in the dead of night by yourself." His tone was stern, serious. Blair didn't argue, but looked away from him, trying to determine where they were and how soon they would be at the Waldorfs.

"Blair, please, you'll thank me for this in the morning," Chuck tried. She had to, he reasoned. He knew she was one of those girls who envisioned their first time a lot differently than the back seat of the limo. She had to realize he was right. She didn't speak to him again and ignored him completely as he escorted her to her door. The late night doorman gave him a pitying smile as he held the door for Blair. Chuck, feeling terrible despite being certain he had made the right decision, returned to his limo and ordered Arthur to take him home.

Blair held back her tears as the elevator ascended to the penthouse. She felt worthless. She had never been a match for Serena van der Woodsen, her proof being that Nate had chosen the leggy blond over her again and again, whether it was to lose his virginity to or when it came down to whether he was going to remain her boyfriend or be Serena's friend. Even Chuck Bass who slept with anything that moved had rejected her.

Once the elevator opened, she hurried up the stairs to her bedroom, not bothering to turn on lights. She crashed into the bathroom and yanked her dress off. She expertly turned on both the sink and the shower before kneeling over her porcelain friend.

* * *

**Waits with bated breath to find out if people are actually still reading... :)**


	10. Chapter 10

**Ha! I got this update out so much quicker! It was a job too – We have 4 computers in the house and 2 of them, including my laptop, are broken at the moment. There will be a short hiatus of 2 or 3 weeks after this update – I'm moving to a new city for my first 'big girl' job and need some time to get settled in, learn to navigate without my GPS, and pick up a brand new laptop. Busy, busy but so exciting! This one is a little shorter than usual, but I wanted to get something out before I hit the road this weekend.  
**

**Since the laptop is broke and I'm sharing computers, it's taking me longer to get to reviews, but I have read them all and I love you all dearly! Thank you for still reading! You will all get a reply from me soon enough, promise! **

**THINGS I OWN: A cocker spaniel who thinks she's human. THINGS I DON'T OWN: Gossip Girl

* * *

**

"Charles."

Chuck stopped in his tracks, his quest to get to the kitchen and find something acceptable for breakfast on the run interrupted by his father's surprise greeting. They had a well-oiled routine of not going out of their way to speak with one another.

"Father," he said formerly. He had rarely called Bart anything else, except maybe 'daddy' when he was a toddler. They weren't close enough to warrant an affectionate 'dad' like he heard Nate exchange with his father, let alone the adoring 'daddy' Blair still called her father.

"The papers say your opening last night was a success," Bart told him, flipping to the next page of his business journal from his spot on a living room sofa. It was barely 8am on a Saturday but he was dressed in a business suit, luggage by the door. Apparently he had a business trip. Chuck had long ago given up on keeping track of his father's comings and goings.

"Judging by the number of people the bouncers had to turn away, I'd say it was." Chuck waited for further comment from his father to feel out how this conversation was going to go. Either Bart was quietly impressed or building up to blasting him for something Chuck hadn't realized he'd done yet. Since Bart was never impressed with him, he braced himself for a lecture.

"I had the cook send up breakfast for two," Bart replied. He nodded at the empty sofa across from him, indicating that Chuck should fix himself a plate and sit down. He did as instructed, but apprehensively. He took it as a good sign that Bart had invited him to join him.

"Are you done with the _Wall Street Journal_?" he asked. Bart absentmindedly picked up a discarded paper and passed it to his son. Chuck took it and started reading the headline story in between bites of toast and bacon.

"I'm leaving shortly for a meeting in Shanghai, but when I return, I will be stopping by Victrola. I've already told you I'll be keeping a close eye on this strip club of yours," Bart said, peering at Chuck over his paper.

"Burlesque," Chuck automatically corrected.

"A rose is still a rose," Bart quipped, flipping the page again as he raised the paper once more. "My reasons for being observant over your little venture should not need explaining."

"No, sir," Chuck agreed, because it seemed like it was the thing he was supposed to say.

"Page Six has photos of you leaving with the Waldorf girl. You are awake and dressed before lunchtime on a Saturday – not that the day of the week for your exploits has ever mattered – so I'm going to take a leap of faith and believe you merely saw her home."

"I offered her a ride home," Chuck confirmed. "I didn't think she needed to be traveling the streets of New York by herself late at night."

"Where was her boyfriend – you friend Nathaniel, right?" Chuck raised a discrete eyebrow at his father, wondering where this sudden interest in his life was coming from.

"She and Nathaniel broke up. Nate decided to skip the opening to hang out in Brooklyn. I make it my business not to judge his taste in boroughs."

"So Miss Waldorf is single," Bart mused. Chuck squirmed uncomfortably. He couldn't tell his father that he was awake so early because he hadn't slept a wink as he worried about Blair and how he would apologize to her. He certainly couldn't tell him he had turned down sex with her after pursuing her practically since the moment their private jet landed in New York.

"So it seems," he answered.

"Perhaps now you can stop following her around like a sad puppy dog and interfering with her relationship and do something about your obvious crush on her." Bart had yet to take his eyes off of his paper, but Chuck stared at him. He knew his father had a PI on him, but they had never spoke of anything outside of his worst behaviors.

"I don't follow her around," Chuck heard himself saying. To his surprise, Bart cracked a smile.

"You followed her into the ladies' room."

"That was different. There was – stuff going on that night."

"Yes, yes, Serena crashed the party. Lily told me the whole sordid tale," Bart said dismissively. "She's a respectable girl, comes from a good family."

"Your point?" Chuck asked warily.

"That was it." Bart folded his paper and stood. "I'll be in Shanghai until Wednesday. Lily will be accompanying. Do try to stay out of trouble, Charles." The moment was gone as a knock sounded on the door and a concierge came in to pick up Bart's bags. Without a backwards glance for his son, the elder Bass was gone. Chuck stared at the door.

"What just happened?" he asked the empty room. When there was no answer, he returned to his breakfast, agonizing more now than before on how he would get Blair to understand his decision the night before without revealing too much.

* * *

As the elevator rose to the top of the Waldorf's building, Chuck pondered the idea that this could very well be his last moments. He had a gut feeling Blair wasn't going to take kindly to his appearance this morning, but he was determined to meet his fate standing up. All the same, Waldorf was a petite force of nature.

"Hello, Mr. Chuck," Dorota greeted as he stepped off the elevator. She was arranging a floral display in the foyer. She smiled at him. "You here for Miss Blair?"

"If she'll see me," Chuck confirmed.

"She will," Dorota said with determination. She stuck in a last flower and then hurried up the stairs. Chuck listened to her fading footsteps, then heard their muffled voices, obviously raised but not enough for him to make out what they were saying. He nervously stood with his hands in his pockets, waiting. Several minutes passed before Dorota appeared at the top of the stairs.

"Miss Blair see you now," she said, looking worse for the wear. Chuck smirked as he realized he had Dorota in his corner.

"Thank you, Dorota," he said as he passed her at the top of the stairs.

"You may rethink that," Dorota quipped. "I suggest bullet proof vest before opening door."

Chuck felt his stomach turn over as he lifted his hand to knock. He had never apologized to a girl before, but he figured there was a first time for everything. He was running through what he intended to say when the door flew open.

"Go away, Bass," a formidable Blair Waldorf greeted him.

"Good morning to you too, Waldorf," he replied, breezing past her.

"What part of 'go away' didn't you understand?" But even as she declared how much she wanted him gone, she shut the door, enclosing them in her room.

"We need to talk," was Chuck reply.

"There is nothing to talk about."

"So we're adding last night to the list of things we're going to pretend never happened?" Chuck asked.

"You're catching on, Bass." Blair sat at her vanity and reached for a shade of lipstick.

"Except maybe I don't want to play along." Blair's eyes met his in the mirror. He was gazing at her with an intensity that made her shiver.

"You have no choice."

"What makes you so sure?"

"I'm Blair Waldorf."

"I'm Chuck Bass."

"I went to Confession this morning," Blair said, turning on her chair to face him. Chuck frowned. That was the last thing he expected to hear out of her mouth. "I've been given orders practically from God himself to avoid you."

"Would you consider avoiding me over lunch?" Chuck asked, testing his luck.

"Absolutely not. Even if I didn't loathe you entirely, I'm about to leave. My birthday is tomorrow. I'm headed to the jeweler to put select pieces on hold for Eleanor and…"

"Nate?" Chuck interrupted. "You broke up, remember? I'd be surprised if you get even a Hallmark card from your dear ex-boyfriend." He could tell he hit a nerve.

"Speaking of my birthday, you are now uninvited." Blair turned away from him again and resumed touching up her makeup. It was an intimate act that was having an effect on Chuck. He forced himself to focus on the situation at hand rather than how badly he wanted to take her against her vanity.

"Never stopped me before," he quipped.

"I'll have security throw you out."

"They won't throw out Chuck Bass." Blair snorted but didn't reply. Chuck came to stand right behind her, gazing into the mirror. He waited for her eyes to meet his again, appreciating her beauty in the mean time.

"What, Bass?" Blair finally sighed, catching his eye.

"I want you to understand about last night," he said with determination. "It wasn't that I didn't want you, Blair. In fact, nothing could be further from the truth."

"I've already told you, last night didn't happen," Blair replied. She made to stand and cross the room to her closet, but Chuck stopped her.

"You have to know that I stopped for you," he told her, more serious than he had ever been. "Don't tell me you're not happy that you woke up this morning, still a virgin. I know you, Waldorf. You've got some big idea in your head about how your first time will be. It probably involves overstuffed beds, candles, and rose petals. Can you really tell me that you wanted to give it up in the back of a moving vehicle?"

Blair looked up at him then, her doe eyes clouding with tears. Chuck shifted uncomfortably. The few times a girl had cried in front of him, he had thrown them out or left. He couldn't leave or throw Blair out though. He had to fumble his way through this.

"What I wanted, was to be wanted," she told him softly. "But once again, I wasn't."

It started to make sense then. Nate had chosen Serena over her. In her mind, her father had chosen Roman over her. And to her, it seemed like he didn't want her either. He had to make her see reason.

"Blair, I have wanted you since the moment I saw you. You're beautiful, smart. You're the only person I know who can go toe to toe with me. Do you know how much of a turn on that is?" Chuck paused and took a deep breath, summoning his courage. "Do you know how big of a deal it was that I didn't take advantage of you? I have never – never – stopped sex. But I did for you."

Blair looked at him again, searching his eyes. She saw his honesty, realized the way he was looking at her that she had once deemed predatory was actually full of lust. It hit her then.

"Do you… Like me?" she asked. Chuck broke their gaze to take another deep breath.

"I do," he admitted softly. "And that scares the hell out of me."

Blair stepped away from him to sit on her bed. He took a few steps closer, but didn't dare sit beside her.

"Why?" she asked. "Why does that scare you." He gave her a crooked grin.

"Because I'm Chuck Bass," he told her. It was the only answer either of them needed. She sighed.

"I think I like you too," Blair admitted. Chuck raised his eyebrows in surprise.

"You do?"

"Don't sound so surprised," Blair retorted.

"Sorry," Chuck said quickly. "It's just… I'm Chuck Bass. There's not a lot to like." Blair looked at him with something like disbelief.

"You remembered my favorite flower from a passing conversation," she told him. "You followed me into the bathroom because you knew – knew that I would be…" she was struggling to get the words out. Chuck nodded to show he understood. "And even if I didn't want to admit it last night, you did the right thing by stopping us from going too far. This conversation would be going a lot differently had we actually had sex. To be honest, I probably would have joined a convent instead of just confessing to a priest that I nearly sinned in the back of a moving vehicle." Chuck carefully sat down on the bed beside her.

"What do we do now?" he asked. Blair shook her head.

"I don't know," she admitted. "I just broke up with Nate. I don't want to jump into another relationship."

"I don't know how to be in a relationship," Chuck replied. "And there's the small matter of the fact that Nate is my only friend. Consider it a moment of weakness, but I'd rather not lose him.a"

"How about we take it slow?" Blair suggested. "See what happens?" Chuck nodded in agreement.

"Does this mean I'm back on the guest list for your party?" he asked. Blair laughed.

"It does," she agreed. "But I really do need to get going. The jeweler is expecting me." They stood together and Chuck turned to her.

"I'll see you tomorrow night," he said. And then, almost hesitantly, he leaned down and kissed her cheek. He grinned at the faint blush that spread across Blair's cheeks.

"See you tomorrow," she replied.

He traded a conspirator smile with Dorota on his way out of the penthouse. Once back in his limo, he called his favorite PI.

"Mike, it's Chuck Bass. I need a favor. I need you find out which jeweler Blair Waldorf is headed to. When you do, call and give me the name. I have a birthday present to buy."

* * *

**If anyone is interested, I've started a new story, Kings, Queens and Pawns. It's my take on season 4 from where 4X11 left off. You can find it on my profile. **** I think there are just a few chapters left on this one. **


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